Admitted Pro Hac Vice) Cullen D

Case 17-34665-KLP Doc 866 Filed 11/02/17 Entered 11/02/17 22:43:45 Desc Main Document Page 1 of 73

Kenneth H. Eckstein (admitted pro hac vice) Cullen D. Speckhart (VSB No. 79096) Robert T. Schmidt (admitted pro hac vice) Olya Antle (VSB No. 83153) Stephen D. Zide (admitted pro hac vice) WOLCOTT RIVERS GATES Rachael L. Ringer (admitted pro hac vice) 919 E. Main Street, Suite 2010 KRAMER LEVIN NAFTALIS & FRANKEL LLP Richmond, VA 23219 1177 Avenue of the Americas 200 Bendix Road, Ste. 300 New York, New York 10036 Virginia Beach, VA 23452 Telephone: (212) 715-9100 Telephone: (757) 497-6633 Facsimile: (212) 715-8000

IN THE UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF VIRGINIA RICHMOND DIVISION

) In re: ) Chapter 11 ) TOYS “R” US, INC., et al., 1 ) Case No. 17-34665 (KLP) ) Debtors. ) (Jointly Administered) ) )

APPLICATION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, PURSUANT TO SECTIONS 328 AND 1103 OF THE BANKRUPTCY CODE AND FEDERAL RULE OF BANKRUPTCY PROCEDURE 2014 FOR AN ORDER APPROVING THE RETENTION AND EMPLOYMENT OF KRAMER LEVIN NAFTALIS & FRANKEL LLP AS COUNSEL TO THE COMMITTEE NUNC PRO TUNC TO SEPTEMBER 26, 2017

The Official Committee of Unsecured Creditors (the “Committee”) appointed in the

above-captioned proceedings (the “Chapter 11 Cases”) of Toys “R” Us, Inc. and its above-

captioned debtor affiliates, as debtors and debtors in possession (collectively, the “Debtors”),

files this application (the “Application”) for entry of an order substantially in the form

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are set forth in the Debtors’ Motion for Entry of an Order (I) Directing Joint Administration of Chapter 11 Cases and (II) Granting Related Relief [Docket No. 10]. The location of the Debtors’ service address is One Geoffrey Way, Wayne, NJ 07470. Case 17-34665-KLP Doc 866 Filed 11/02/17 Entered 11/02/17 22:43:45 Desc Main Document Page 2 of 73

attached hereto as Exhibit A (the “Order”) authorizing the Committee to retain and employ

Kramer Levin Naftalis & Frankel LLP (“Kramer Levin” or the “Firm”) as its counsel nunc pro

tunc to September 26, 2017. In support of this Application, the Committee submits (i) the

Declaration of Robert T. Schmidt, a partner at Kramer Levin, attached hereto as Exhibit B (the

“Schmidt Declaration”) and (ii) the Declaration of Ronald M. Tucker, on behalf of the

Committee’s co-chairperson, attached hereto as Exhibit C (the “Client Declaration”). In further

support of this Application, the Committee respectfully represents as follows:

Jurisdiction and Venue

1. This Court has jurisdiction to consider this matter pursuant to 28

U.S.C. §§ 157 and 1334. This is a core proceeding pursuant to 28 U.S.C. § 157(b)(2).

2. Venue is proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409.

Relief Requested

3. By this Application, the Committee seeks entry of the Order authorizing the

retention and employment of Kramer Levin as its counsel in these Chapter 11 Cases effective as

of September 26, 2017. The Committee requests that the Court approve the retention of Kramer

Levin in accordance with the terms and conditions set forth herein and in the Schmidt Declaration.

4. The statutory bases for the relief requested in this Application are sections

328(a), and 1103 of title 11 of the United States Code, 11 U.S.C. §§ 101–1532 (the “Bankruptcy

Code”), Rules 2014(a) and 2016 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy

Rules”), and Rules 2014-1 and 2016-1 of the Bankruptcy Local Rules of the United States

Bankruptcy Court for the Eastern District of Virginia (the “Local Rules”).

Relevant Background

5. On September 18, 2017 (the “Petition Date”), each of the Debtors

commenced a voluntary case under chapter 11 of the Bankruptcy Code in this Court. The Debtors

Case 17-34665-KLP Doc 866 Filed 11/02/17 Entered 11/02/17 22:43:45 Desc Main Document Page 3 of 73

are authorized to operate their businesses and manage their properties as debtors in possession

pursuant to sections 1107(a) and 1108 of the Bankruptcy Code.

6. The Debtors’ Chapter 11 Cases have been consolidated for procedural

purposes only and are being jointly administered pursuant to Bankruptcy Rule 1015(b) and Local

Rule 1015-1.

7. On September 26, 2017, the United States Trustee for the Eastern District

of Virginia (the “U.S. Trustee”), pursuant to sections 1102(a) and (b) of title 11 of the

Bankruptcy Code, appointed the Committee to serve as the Committee for each Debtor and

to represent the interests of all unsecured creditors in these Chapter 11 Cases. The members

appointed to the Committee are: (i) The Bank of New York Mellon, (ii) Euler Hermes North

America Insurance Co., (iii) Evenflo Company Inc., (iv) Huffy Corporation, (v) KIMCO Realty,

(vi) LEGO Systems, Inc., (vii) Mattel, Inc., (viii) Simon Property Group, Inc., and (ix) Veritiv

Operating Company. The Committee has appointed the following two members as the co-chairs:

Mattel, Inc. and Simon Property Group, Inc.

8. At a meeting held on September 26, 2017, the Committee selected Kramer

Levin to serve as its lead counsel.

Kramer Levin’s Qualifications

9. The Committee has selected Kramer Levin to perform all of the services

necessary and desirable in these Chapter 11 Cases on behalf of the Committee. The Committee

selected Kramer Levin primarily because Kramer Levin’s corporate restructuring and bankruptcy

department has extensive experience in the fields of bankruptcy and creditors’ rights and, in

particular, has represented official creditors’ committees in some of the largest and most complex

chapter 11 bankruptcy cases of recent years, including, among others: CHC Group Ltd., Arch Coal,

Inc., NII Holdings, Inc., Residential Capital, L.L.C., Patriot Coal Corporation, Hostess Brands,

Case 17-34665-KLP Doc 866 Filed 11/02/17 Entered 11/02/17 22:43:45 Desc Main Document Page 4 of 73

Inc., WP Steel Venture, L.L.C., AES Eastern Energy, L.P., Evergreen Solar, Inc., Chrysler LLC

(n/k/a Old Carco LLC), General Motors Corporation (n/k/a Motors Liquidation Company), Dura

Automotive Systems, Inc., Capmark Financial Group, Inc., Magna Entertainment Corporation,

Smurfit-Stone Container Corporation, and Dana Corporation, among others.

10. Furthermore, Kramer Levin’s broad-based practice, which includes

expertise in the areas of corporate and commercial law, litigation, tax, intellectual property and

real estate, will enable it to represent fully the interests of the Committee in an efficient and

effective manner.

Scope of Services to be Provided

11. Kramer Levin is expected to render legal services that the Committee may

request in order to discharge the Committee’s responsibilities and further the interests of the

Committee’s constituents in these cases. In addition to acting as primary spokesman for the

Committee, it is expected that Kramer Levin’s services will include, without limitation, assisting,

advising and representing the Committee with respect to the following matters:

a. The administration of these cases and the exercise of oversight with respect to the Debtors’ affairs, including all issues in connection with the Debtors, the Committee and/or these Chapter 11 Cases;

b. The preparation on behalf of the Committee of necessary applications, motions, objections, memoranda, orders, reports, and other legal papers;

c. Appearances in Court, participation in litigation as a party-in-interest, and at statutory meetings of creditors to represent the interests of the Committee;

d. The negotiation and evaluation of the use of cash collateral, any proposed debtor-in-possession financing and any other potential financing alternatives;

e. The negotiation, formulation, drafting and confirmation of a plan or plans of reorganization or liquidation and matters related thereto;

f. Investigation, directed by the Committee, of among other things, unencumbered assets, liabilities, and financial condition of the Debtors,

Case 17-34665-KLP Doc 866 Filed 11/02/17 Entered 11/02/17 22:43:45 Desc Main Document Page 5 of 73

prior transactions, and operational issues concerning the Debtors that may be relevant to these Chapter 11 Cases;

g. The negotiation and formulation of any proposed sale of any of the Debtors’ assets, including pursuant to section 363 of the Bankruptcy Code;

h. Communications with the Committee’s constituents in furtherance of its responsibilities, including, but not limited to, communications required under section 1102 of the Bankruptcy Code; and

i. The performance of all of the Committee’s duties and powers under the Bankruptcy Code and the Bankruptcy Rules and the performance of such other services as are in the interests of those represented by the Committee.

12. As noted above, the Committee selected Kramer Levin as its lead counsel on

the September 26, 2017 and requested that Kramer Levin immediately commence work on time-

sensitive matters and promptly devote substantial resources to the Debtors’ cases prior to submission

and approval of this Application. Since its retention on September 26, 2017, Kramer Levin, on

behalf of the Committee, has been focused on, among other things, (a) conducting diligence on the

Debtors’ business operations, (b) reviewing the relief sought in the various “first day” and “second

day” motions filed by the Debtors, (c) investigating the alleged liens securing the lenders’ collateral,

and (d) investigating certain pre-petition transactions. Accordingly, the Committee requests approval

of the Application nunc pro tunc to the date that Kramer Levin was retained on September 26, 2017.

Statement Regarding Revised Guidelines

13. As this Court is aware, on June 11, 2013, the Executive Office of the United

States Trustees (the “EOUST”) adopted new Guidelines for Reviewing Applications for

Compensation and Reimbursement of Expenses Filed under 11 U.S.C. § 330 by Attorneys in

Larger Chapter 11 Cases (the “Revised Guidelines”).2

2 By their terms, the Revised Guidelines “apply to the [U.S. Trustee’s] review of applications for compensation filed by attorneys in larger chapter 11 cases,” and are intended as an update to the original Guidelines adopted by the EOUST in 1996.

Case 17-34665-KLP Doc 866 Filed 11/02/17 Entered 11/02/17 22:43:45 Desc Main Document Page 6 of 73

14. Among other things, the Revised Guidelines require attorneys in certain

larger chapter 11 cases to provide additional documentation and make significant new

disclosures in connection with their retention under section 1103 and compensation under section

330 of the Bankruptcy Code. The Committee and Kramer Levin understand that the Revised

Guidelines are applicable in these Chapter 11 Cases and intend to make a reasonable effort to

comply with the Revised Guidelines both in connection with this Application and the interim and

final fee applications to be filed by Kramer Levin in these Chapter 11 Cases.

Professional Compensation

15. As further described in the Schmidt Declaration, Kramer Levin intends to

seek compensation for professional services rendered on an hourly basis and reimbursement of

expenses incurred in connection with these Chapter 11 Cases, subject to the Court’s approval and

in compliance with applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local

Rules, and any procedures or orders of the Court as are applicable to these Chapter 11 Cases.

16. Kramer Levin’s billing practices and rates are summarized below and are

consistent with those generally governing the firm’s representation of its other clients.

17. Kramer Levin’s current hourly billing rates, which are charged the same for

both bankruptcy and nonbankruptcy clients, are as follows:3

Partners $850 - $1,250 Counsel $925 - $1,195 Special Counsel $840 - $965 Associates $460 - $890 Paraprofessionals $250 - $380

3 Kramer Levin’s rates are adjusted annually starting with January 1 of each calendar year. The above listed billing rates are in effect until January 1, 2018.

Case 17-34665-KLP Doc 866 Filed 11/02/17 Entered 11/02/17 22:43:45 Desc Main Document Page 7 of 73

18. Kramer Levin’s billing rates are designed to compensate Kramer Levin

fairly for the work of its professionals. The hourly fees are comparable to those charged by

attorneys of similar experience and expertise for engagements of similar scope and complexity to

these Chapter 11 Cases.

19. Kramer Levin’s hourly billing rates are subject to periodic review and

adjustments to reflect, among other things, changes in responsibilities and increased experience.

Kramer Levin will file a supplemental affidavit with the Court describing any increase in its billing

rates and provide not less than ten (10) business days’ notice of such increases to the Debtors, the

Committee, and the U.S. Trustee.4

20. Kramer Levin’s hourly billing rates for professionals are not intended to,

and do not, cover out-of-pocket expenses and certain elements of overhead that are typically billed

separately. Accordingly, Kramer Levin regularly charges its clients for the expenses and

disbursements incurred in connection with the client’s case, including, inter alia,

telecommunications, photocopying, postage and package delivery charges, court fees, transcript

costs, travel expenses, expenses for working meals and computer-aided research. Kramer Levin

intends to seek reimbursement for expenses incurred in connection with its representation of the

Committee in accordance with Kramer Levin’s normal reimbursement policies, subject to any

modifications Kramer Levin is required to make to comply with the applicable provisions of the

Bankruptcy Code, the Bankruptcy Rules, the Local Rules, guidelines established by the U.S.

Trustee, and any procedures or other orders of the Court as are applicable to these Chapter 11

Cases.

4 Each September, there is a step-up of associate class to reflect an increase in each associate’s class seniority. This annual step-up is not considered a “rate increase” as the billing rate among the applicable associate class does not change.

Case 17-34665-KLP Doc 866 Filed 11/02/17 Entered 11/02/17 22:43:45 Desc Main Document Page 8 of 73

Kramer Levin’s Disinterestedness

21. Kramer Levin has informed the Committee that in its view it:

a. does not hold or represent an interest adverse to the Committee, the Debtors or the estates in the Chapter 11 Cases;

b. is a “disinterested person” as defined by section 101(14) of the Bankruptcy Code; and

c. has no connection with the Committee, the Debtors, creditors, any other party in interest, their respective attorneys and accountants, the U.S. Trustee, or any person employed in the office of the U.S. Trustee in these Chapter 11 Cases, except as may be disclosed in the Schmidt Declaration.

22. Kramer Levin has fully informed the Committee of its ongoing

representations as described in the Schmidt Declaration and the Committee has consented to

Kramer Levin’s continued representation of such entities in matters unrelated to these proceedings.

23. Kramer Levin has informed the Committee that Kramer Levin will conduct

an ongoing review of its files to ensure that no conflicts or other disqualifying circumstances exist

or arise in these Chapter 11 Cases. If any new relevant facts or relationships are discovered or

arise, Kramer Levin will use reasonable efforts to identify such further developments and will

promptly file a supplemental declaration, as required by Bankruptcy Rule 2014(a).

24. Based on the foregoing and the Schmidt Declaration, Kramer Levin is a

“disinterested person” within the meaning of section 101(14) of the Bankruptcy Code, as required

by section 327(a) of the Bankruptcy Code.

Employment of Wolcott Rivers Gates

25. By separate application, the Committee is also seeking authority to employ

Wolcott Rivers Gates (“Wolcott”) to serve as local counsel in these Chapter 11 Cases. The

Committee has carefully considered this matter and determined that, given the size and complexity

of these Chapter 11 Cases and the various interests involved, representation of the Committee by

Case 17-34665-KLP Doc 866 Filed 11/02/17 Entered 11/02/17 22:43:45 Desc Main Document Page 9 of 73

both Kramer Levin and Wolcott is necessary, advisable, and in the best interests of the Committee

and the Debtors’ estates. Kramer Levin and Wolcott will coordinate responsibilities and services

rendered to the Committee to avoid any unnecessary duplication and inefficiencies.

Supporting Authority

26. The Committee seeks to appoint Kramer Levin as its counsel in accordance

with sections 328(a) and 1103 of the Bankruptcy Code. Section 328(a) authorizes a committee

appointed under section 1102 of the Bankruptcy Code, with the court’s approval, to employ a

“professional person under section 1103 of the Bankruptcy Code, as the case may be, on any

reasonable terms and conditions of employment, including on a retainer, on an hourly basis, on a

fixed or percentage fee basis, or on a contingent fee basis.” Section 1103 of the Bankruptcy Code,

in turn, requires that an attorney employed to represent a committee “may not represent any other

entity having an adverse interest in connection with the case.”

27. The Committee submits that for all the reasons stated above and in the

Schmidt Declaration, the retention and employment of Kramer Levin as counsel to the Committee

is warranted under sections 328(a) and 1103. Further, as described in the Schmidt Declaration,

Kramer Levin does not represent any entity in connection with the Debtors’ cases other than the

Committee, is a “disinterested person” as that term is defined in section 101(14) of the Bankruptcy

Code, and does not represent or hold any interest adverse to the interests of the Debtors’ estates

with respect to the matters for which it is to be employed.

Notice

28. Notice of this Application has been provided in compliance with this

Court’s Order (I) Establishing Certain Notice, Case Management, and Administrative Procedures

and (II) Granting Related Relief (D.I. 129). The Committee submits that, in light of the nature of

the relief requested, no other or further notice need be given.

Case 17-34665-KLP Doc 866 Filed 11/02/17 Entered 11/02/17 22:43:45 Desc Main Document Page 10 of 73

No Previous Request

29. No previous request for the relief sought herein has been made by the

Committee to this or any other court.

WHEREFORE the Committee respectfully requests that the Court grant the

relief requested herein and such other and further relief as it deems just and proper.

Dated: November 2, 2017

THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF TOYS “R” US, INC., et al.

By: /s/ Ronald M. Tucker Ronald M. Tucker, not in his individual capacity, but solely on behalf of Simon Property Group, L.P., in its capacity as Co- Chair of the Official Committee of Unsecured Creditors of Toys “R” Us, Inc., et al.

Case 17-34665-KLP Doc 866 Filed 11/02/17 Entered 11/02/17 22:43:45 Desc Main Document Page 11 of 73

Respectfully submitted,

/s/ Cullen D. Speckhart Cullen D. Speckhart (VSB No. 79096) Olya Antle (VSB No. 83153) WOLCOTT RIVERS GATES 919 E. Main Street, Suite 2010 Richmond, VA 23219 200 Bendix Road, Ste. 300 Virginia Beach, VA 23452 Telephone: (757) 497-6633 [email protected] [email protected]

-and-

Kenneth H. Eckstein (admitted pro hac vice) Robert T. Schmidt (admitted pro hac vice) Stephen D. Zide (admitted pro hac vice) Rachael L. Ringer (admitted pro hac vice) KRAMER LEVIN NAFTALIS & FRANKEL LLP 1177 Avenue of the Americas New York, New York 10036 Telephone: (212) 715-9100 Facsimile: (212) 715-8000 [email protected] [email protected] [email protected] [email protected]

Proposed Counsel to Official Committee of Unsecured Creditors

Case 17-34665-KLP Doc 866 Filed 11/02/17 Entered 11/02/17 22:43:45 Desc Main Document Page 12 of 73

EXHIBIT A Proposed Order

Case 17-34665-KLP Doc 866 Filed 11/02/17 Entered 11/02/17 22:43:45 Desc Main Document Page 13 of 73

IN THE UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF VIRGINIA RICHMOND DIVISION

) In re: ) Chapter 11 ) )

TOYS “R” US, INC., et al., 1 ) Case No. 17-34665 (KLP) ) Debtors. ) (Jointly Administered) ) )

ORDER APPROVING THE RETENTION AND EMPLOYMENT OF KRAMER LEVIN NAFTALIS & FRANKEL LLP AS COUNSEL TO THE COMMITTEE NUNC PRO TUNC TO SEPTEMBER 26, 2017

Upon the Application (the “Application”)2 of the Official Committee of

Unsecured Creditors (the “Committee”) of the above captioned debtors and debtors in

possession (the “Debtors”) for an order, pursuant to Sections 328 and 1103 of title 11 of the

United States Code (the “Bankruptcy Code”), Rules 2014(a) and 2016 of the Federal Rules of

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are set forth in the Debtors’ Motion for Entry of an Order (I) Directing Joint Administration of Chapter 11 Cases and (II) Granting Related Relief [Docket No. 10]. The location of the Debtors’ service address is One Geoffrey Way, Wayne, NJ 07470. 2 Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Application.

Case 17-34665-KLP Doc 866 Filed 11/02/17 Entered 11/02/17 22:43:45 Desc Main Document Page 14 of 73

Bankruptcy Procedure (the “Bankruptcy Rules”), and Rules 2014-1 and 2016-1 of the Local

Rules of Bankruptcy Practice of the United States Bankruptcy Court for the Eastern District of

Virginia (the “Local Rules”), authorizing the Committee to employ and retain Kramer Levin

Naftalis & Frankel LLP (“Kramer Levin”) as the Committee’s lead bankruptcy counsel in these

Chapter 11 cases, nunc pro tunc to September 26, 2017, all as more fully described in the

Application; and upon consideration of the Schmidt Declaration and the Client Declaration;

and the Court having jurisdiction to consider the matters raised in the Application pursuant to 28

U.S.C. § 1334; and it having authority to hear the matters raised in the Application pursuant to

28 U.S.C. § 157; and it having venue pursuant to 28 U.S.C. §§ 1408 and 1409; and the Court

having found that notice of the Application has been given as set forth in the Application and

that such notice is adequate and sufficient and no further notice need to be given; and the Court

having reviewed the Application, the Schmidt Declaration and the Client Declaration; and the

relief requested in the Application being in the best interests of the Debtors’ estates; and the

Court having determined that there exists the required basis for the relief requested in the

Application; and after due deliberation, and sufficient cause appearing therefor;

It is hereby ORDERED that:

1. The Application is hereby granted to the extent set forth herein.

2. In accordance with sections 328(a) and 1103 of the Bankruptcy Code,

Bankruptcy Rules 2014(a) and 2016, and Local Rules 2014-1 and 2016-1, the Committee is

hereby authorized and empowered to employ Kramer Levin as its counsel in these chapter 11

Cases, nunc pro tunc to September 26, 2017, and Kramer Levin is authorized to perform the

services set forth in the Application and the Schmidt Declaration.

3. Kramer Levin shall be compensated for its services and reimbursed for any

reasonable and necessary expenses and disbursements in accordance with the procedures set forth

Case 17-34665-KLP Doc 866 Filed 11/02/17 Entered 11/02/17 22:43:45 Desc Main Document Page 15 of 73

in sections 330 and 331 of the Bankruptcy Code, the applicable Bankruptcy Rules, Local Rules

for the Eastern District of Virginia, and any other applicable procedures and orders of the Court.

Kramer Levin also intends to make a reasonable effort to comply with the U.S. Trustee’s

Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed

Under 11 U.S.C. § 330 by Attorneys in Larger Chapter 11 Cases Effective as of November 1, 2013

(the “Revised UST Guidelines”) and any procedures or other orders of the Court as are applicable

to these Chapter 11 Cases.

4. The Committee is authorized and empowered to take all actions necessary

to effectuate the relief granted by this Order.

5. The terms and conditions of this Order shall be immediately effective and

enforceable upon its entry.

6. Prior to any increases in rates as set forth in paragraph 17 of the

Application, Kramer Levin shall give ten (10) business days’ notice to the Committee, the

Debtors, and the United States Trustee, which notice shall be filed with the Court.

7. In the event that there is any inconsistency between the Declaration,

Application, or Order, the Order shall govern.

8. This Court shall retain exclusive jurisdiction to hear and determine all

matters arising from or related to the implementation, interpretation and/or enforcement of this

Order.

Dated: ______, 2017 Richmond, Virginia THE HONORABLE KEITH L. PHILLIPS UNITED STATES BANKRUPTCY JUDGE

Case 17-34665-KLP Doc 866 Filed 11/02/17 Entered 11/02/17 22:43:45 Desc Main Document Page 16 of 73

WE ASK FOR THIS:

/s/ Cullen D. Speckhart (VSB No. 79096) Olya Antle (VSB No. 83153) WOLCOTT RIVERS GATES 919 E. Main Street, Suite 2010 Richmond, VA 23219 200 Bendix Road, Ste. 300 Virginia Beach, VA 23452 Telephone: (757) 497-6633 [email protected] [email protected]

-and-

Proposed Counsel to Official Committee of Unsecured Creditors

Case 17-34665-KLP Doc 866 Filed 11/02/17 Entered 11/02/17 22:43:45 Desc Main Document Page 17 of 73

EXHIBIT B Schmidt Declaration

Case 17-34665-KLP Doc 866 Filed 11/02/17 Entered 11/02/17 22:43:45 Desc Main Document Page 18 of 73

IN THE UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF VIRGINIA RICHMOND DIVISION

) In re: ) Chapter 11 ) TOYS “R” US, INC., et al., 1 ) Case No. 17-34665 (KLP) ) Debtors. ) (Jointly Administered) ) )

DECLARATION OF ROBERT T. SCHMIDT IN SUPPORT OF APPLICATION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, PURSUANT TO SECTION 328 AND 1103 OF THE BANKRUPTCY CODE AND FEDERAL RULE OF BANKRUPTCY PROCEDURE 2014 FOR AN ORDER APPROVING THE RETENTION AND EMPLOYMENT OF KRAMER LEVIN NAFTALIS & FRANKEL LLP AS COUNSEL TO THE COMMITTEE NUNC PRO TUNC TO SEPTEMBER 26, 2017

ROBERT T. SCHMIDT makes this declaration under 28 U.S.C. § 1746, and

states the following:

1. I am an attorney at law and in good standing to practice in the State of New

York and before the United States District Court for each of the Southern and Eastern Districts of

Case 17-34665-KLP Doc 866 Filed 11/02/17 Entered 11/02/17 22:43:45 Desc Main Document Page 19 of 73

New York, and I have been admitted to appear pro hac vice in these Chapter 11 Cases.

2. I am a partner with the law firm of Kramer Levin Naftalis & Frankel LLP

(“Kramer Levin”), which is located at 1177 Avenue of the Americas, New York, New York

10036.

3. I am duly authorized to make this declaration (“Declaration”) on behalf of

Kramer Levin.

4. I submit this Declaration in support of the application (the “Application”)2

of the Official Committee of Unsecured Creditors (the “Committee”) of the above captioned

debtors and debtors in possession (the “Debtors”) for entry of an order authorizing the retention

and employment of Kramer Levin as counsel to the Committee, nunc pro tunc to September 26,

2017 (the “Engagement”).

5. Unless otherwise stated in this Declaration, I have personal knowledge of

the facts as set forth herein. To the extent that any information disclosed herein requires

subsequent amendment and/or modification, Kramer Levin will use reasonable efforts to file a

supplemental declaration reflecting such amended and/or modified information.

Statement Regarding Revised Guidelines

6. Kramer Levin understands that the Revised Guidelines are applicable in these

Chapter 11 Cases and intends to make a reasonable effort to comply with the Revised Guidelines

in connection with both this Application and the fee requests to be filed by Kramer Levin in these

Chapter 11 Cases.

Scope of Services

7. Kramer Levin is willing to serve as the Committee’s bankruptcy counsel in

2 Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Application.

Case 17-34665-KLP Doc 866 Filed 11/02/17 Entered 11/02/17 22:43:45 Desc Main Document Page 20 of 73

connection with these Chapter 11 Cases and to perform all necessary legal services in connection

therewith, as is detailed in the Application. Since its retention on September 26, 2017, at the request

of the Committee, Kramer Levin immediately commenced work on time-sensitive matters and

promptly devoted substantial resources to the Debtors’ cases prior to submission and approval of this

Application. Accordingly, the Committee requests approval of the Application nunc pro tunc to the

date that Kramer Levin was retained on September 26, 2017.

Billing and Compensation

8. Kramer Levin has agreed to receive compensation and reimbursement of

expenses in accordance with its standard billing practices and subject to this Court’s approval,

pursuant to the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and any procedures or

orders of the Court as are applicable to these Chapter 11 Cases.

9. Kramer Levin’s standard billing practices and rates, which are described

below, are consistent with those generally governing the firm’s representation of its other clients.

10. Kramer Levin’s hourly rates, which are charged the same for both

bankruptcy and nonbankruptcy clients, are as follows:3

Partners $850-$1,250 Counsel $925-$1,195 Special Counsel $840-$965 Associates $460-$890 Paraprofessionals $250-$380

11. Hourly rates vary with the experience and seniority of the individuals

3 Kramer Levin’s rates are adjusted annually starting with January 1 of each calendar year. The above listed billing rates are in effect until January 1, 2018.

Case 17-34665-KLP Doc 866 Filed 11/02/17 Entered 11/02/17 22:43:45 Desc Main Document Page 21 of 73

assigned. These hourly rates are set at a level designed to compensate Kramer Levin fairly for the

work of its attorneys and paraprofessionals and to cover fixed and routine overhead expenses. The

hourly fees are comparable to those charged by attorneys of similar experience and expertise for

engagements of similar scope and complexity to these Chapter 11 Cases.

12. The rate structure provided by Kramer Levin is substantially similar to (a)

the rates that Kramer Levin charges for other similar types of representations or (b) the rates that

other comparable counsel would charge to do work substantially similar to the work Kramer Levin

will perform in these Chapter 11 Cases.

13. Kramer Levin’s hourly billing rates are subject to periodic adjustments to

reflect economic and other conditions. If at any time Kramer Levin increases the rates for its

services in connection with the Engagement, Kramer Levin will file a supplemental affidavit with

the Court describing such increases and provide notice of such increases to the Debtors, the

Committee, and the U.S. Trustee.4

14. It is Kramer Levin’s policy to charge clients for reasonable non-overhead

expenses incurred by it in connection with representation of a client in a given matter. Such

expenses include, without limitation, travel costs, telecommunications, express or overnight mail,

messenger service, photocopying costs, document processing, overtime meals, computer research-

related expenses, court fees, transcript costs and, in general, all identifiable expenses that would

not have been incurred except for representation of a particular client. Kramer Levin intends to

seek reimbursement for expenses incurred in connection with the Engagement in accordance with

Kramer Levin’s normal reimbursement policies, subject to any modifications that may be required

Case 17-34665-KLP Doc 866 Filed 11/02/17 Entered 11/02/17 22:43:45 Desc Main Document Page 22 of 73

to make to comply with the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules and any

procedures or orders of the Court as are applicable to these Chapter 11 Cases.

15. Kramer Levin understands that its compensation is subject to approval by

this Court and has agreed to accept as compensation such sums as are allowed by the Court.

Kramer Levin understands, and has explained to the Committee, that the Order (I) Establishing

Procedures for Interim Compensation and Reimbursement of Expenses for Retained Professionals

and (II) Granting Related Relief [Docket No. 746], permits interim payment of eighty percent

(80%) of all professional fees and one-hundred percent (100%) of all authorized expenses on a

monthly basis. Kramer Levin expects to receive monthly payments from the Debtors in

accordance with the procedures set forth in the interim compensation order and any other

procedures or orders of the Court as are applicable to these Chapter 11 Cases.

16. Kramer Levin intends to maintain detailed, contemporaneous time records

and apply to the Court for payment of compensation and reimbursement of expenses in accordance

with applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and

any procedures or orders of the Court as are applicable to these Chapter 11 Cases.

17. No agreement exists, nor will any be made, to share any compensation

received by Kramer Levin for its services on behalf of the Committee with any other person or

firm.

Kramer Levin’s Disclosure Procedures

18. In preparing its Application and this Declaration, Kramer Levin used a set

of procedures, developed to ensure compliance with the requirements of the Bankruptcy Code, the

Bankruptcy Rules and the Local Rules applying to the professionals retained by a committee,

including compliance with section 1103 of the Bankruptcy Code. Pursuant to this protocol,

Case 17-34665-KLP Doc 866 Filed 11/02/17 Entered 11/02/17 22:43:45 Desc Main Document Page 23 of 73

Kramer Levin personnel, under my general supervision, undertook the following actions to

determine whether it had any conflicts or other relationships that might cause it not to be

disinterested or to hold or represent an interest adverse to the Debtors, their estates or the

Committee:

a. We obtained from the Debtors’ representatives a comprehensive list of the names and types of entities who may have contacts or connections with the Debtors (the “Retention Checklist”). The categories of names that comprise the Retention Checklist is attached hereto as Schedule 1.5 We also supplemented this list with additional names of entities relating to certain ad hoc groups and other parties-in-interest in these Chapter 11 Cases, as well as the names of the Committee members.

b. Kramer Levin’s conflicts department compared the Retention Checklist to the names that Kramer Levin has compiled into a master client database from its conflict check database (the “Client Database”). The Client Database is comprised of the names of the entities for which any time has been billed and includes the names of each current or former client, the name of the parties who are or were related or adverse to such current or former client, and the names of the Kramer Levin personnel who are or were responsible for current or former matters for such client. It is the policy of Kramer Levin that no new matter may be accepted or opened within Kramer Levin without completing and submitting to those charged with maintaining the conflict check system and adverse party index the information necessary to check each such matter for conflicts, including the identity of the prospective client, the matter and related and adverse parties. Accordingly, the database is regularly updated for every new matter undertaken by Kramer Levin. The scope of the system is a function of the completeness and accuracy of the information submitted by the attorney opening a matter.

c. We identified any matches between the Retention Checklist and the Client Database, together with the names of the respective Kramer Levin professionals responsible for the identified entities on the Client Database. Kramer Levin attorneys then reviewed these matches and deleted obvious name coincidences and individuals or entities that were adverse to Kramer Levin’s clients in both this matter and the matters referenced on the list. Those connections in which Kramer Levin had represented the client or an affiliate within the last two years were compiled for purposes of being disclosed in this Declaration.

5 Upon information and belief, Schedule 1 is being relied upon by the Debtors’ professionals in conducting their searches in connection with their retention applications. 6

Case 17-34665-KLP Doc 866 Filed 11/02/17 Entered 11/02/17 22:43:45 Desc Main Document Page 24 of 73

d. In addition, I caused the Retention Checklist to be circulated by electronic mail to all Kramer Levin attorneys to determine whether any attorney has any relationship with any such party in interest in these Chapter 11 Cases, including any connections with the U.S. Trustee and the Bankruptcy Judge assigned to these Chapter 11 Cases.

19. Kramer Levin will review its files periodically during the pendency of these

Chapter 11 Cases to ensure that no conflicts or other disqualifying circumstances exist or arise. If

any new relevant facts or relationships are discovered or arise, Kramer Levin will use reasonable

efforts to identify such further developments and will promptly file a supplemental declaration, as

required by Bankruptcy Rule 2014(a).

Kramer Levin’s Disinterestedness

20. As a result of Kramer Levin’s review of the Retention Checklist and the

Client Database, the following connections warrant disclosure:6

a. Kramer Levin represented the Official Committee Of Unsecured Creditors of Arch Coal Inc. (the “Arch Coal Committee”). Throughout the representation of the Arch Coal Committee, there were seven creditors who have joined the Arch Coal Committee, including two who are identified in the Retention Checklist. U.S. Bank (defined and described below) and Wilmington Savings Fund Society, FSB (identified on the Retention Checklist under the category of “Indenture Trustees”) were at some point in time members of the Arch Coal Committee. Fees collected on account of Kramer Levin’s representation the Arch Coal Committee comprised approximately 1.27% of Kramer Levin’s revenues in the calendar year of 2016. All such fees relating to representation of the Arch Coal Committee during this time were paid directly by Arch Coal Inc., and not by individual members of the Arch Coal Committee. Kramer Levin believes that its representation of the Arch Coal Committee does not affect its representation of the Committee in these Chapter 11 Cases.

b. Kramer Levin represents a group of holders of Caesars Entertainment Corporation’s first lien bond debt (the “Caesars Group”) in connection with the chapter 11 cases of Caesars Entertainment (“Caesars”) and certain of its affiliates. Throughout the representation of the Caesars Group, there have been over fifteen bondholders who have joined the Caesars Group,

6 Fees collected from each of the parties identified comprised less than 1.0% of Kramer Levin’s revenues for the period January 1, 2016 through August 31, 2017, unless otherwise indicated herein.

Case 17-34665-KLP Doc 866 Filed 11/02/17 Entered 11/02/17 22:43:45 Desc Main Document Page 25 of 73

including several who are identified in the Retention Checklist. Brigade Capital Management LP (identified on the Retention Checklist under the category of “Banking Relationships”), JP Morgan (defined and described below), and Redwood Capital Management LLC (identified on the Retention Checklist under the category of “Lenders”) were at different points in time members of the Caesars Group. Fees collected on account of Kramer Levin’s representation of Caesars Group comprised approximately 3.07% of Kramer Levin’s revenues for the calendar year of 2016 and 4.39% of Kramer Levin’s revenues for the calendar year of 2017 (through August 31). All such fees relating to representation of the Caesars Group during this time were paid directly by Caesars, and not by individual members of the Caesars Group. Kramer Levin believes that its representation of the Caesars Group does not affect its representation of the Committee in these Chapter 11 Cases.

c. Kramer Levin represents a group of second lien noteholders (the “EFIH Group”) of Energy Future Intermediate Holding Co. LLC and certain affiliates (collectively, “EFIH”). Throughout the representation of EFIH Group, there have been over forty-five bondholders who have joined the EFIH Group, including several who are identified in the Retention Checklist. CarVal Investors, LLC (identified on the Retention Checklist under the category of “Lenders”), Deutsche Bank (defined and described below), Grantham, Mayo, Van Otterloo & Co. LLC (identified on the Retention Checklist under the category of “Lenders”), Marathon (defined and described below), Sound Point (defined and described below), and Taconic (defined and described below) have at different points in time been members of the EFIH Group. Fees collected on account of our representation of the EFIH Group comprised approximately 3.19% of Kramer Levin’s revenues for the calendar year of 2017 (through August 31). All such fees relating to representation of the EFIH Group during this time were paid directly by EFIH, and not by individual members of the EFIH Group. Kramer Levin believes that its representation of the EFIH Group does not affect its representation of the Committee in these Chapter 11 Cases.

d. Kramer Levin represents bondholders and a trustee in connection with Puerto Rico’s restructuring and bankruptcy proceedings (the “Puerto Rico Representations”). Angelo Gordon & Co LP (identified on the Retention Checklist under the category of “Lenders”), BlueMountain Capital Management LLC (identified on the Retention Checklist under the category of “Lenders”), an affiliate of Franklin Mutual (defined and described below), Goldman Sachs (defined and described below), Marathon (defined and described below), Redwood Capital Management LLC (identified on the Retention Checklist under the category of “Lenders”), and US Bank (identified on the Retention Checklist under the category of “Banking Relationships”) have at different points in time been part of this representation. Fees collected on account of our representation of these

Case 17-34665-KLP Doc 866 Filed 11/02/17 Entered 11/02/17 22:43:45 Desc Main Document Page 26 of 73

parties in connection with Puerto Rico’s restructuring and bankruptcy proceedings comprised approximately 2.08% of Kramer Levin’s revenues for the calendar year of 2016 and 3.2% of Kramer Levin’s revenues for the calendar year of 2017 (through August 31). Kramer Levin believes that its representation of these parties does not affect its representation of the Committee in these Chapter 11 Cases.

e. Bank of America, National Association is identified on the Retention Checklist under the category of “Banking Relationships.” The Debtors have a banking relationship with Bank of America, National Association and certain of its affiliates (collectively, “Bank of America”) which includes Bank of America acting as (i) a lender, an administrative agent, and collateral agent under the prepetition ABL facility and term loan borrowed by Toys “R” Us – Delaware Inc. (“Toys-DE”), and (ii) a dealer under the senior secured notes issued by TRU Taj LLC and TRU Taj Finance, Inc. (collectively, “TRU Taj”). In matters wholly unrelated to these Chapter 11 Cases, Kramer Levin represents Bank of America and certain of its affiliates in connection with bankruptcy, corporate, real estate, and litigation matters. Kramer Levin believes that these representations of the Bank of America entities have not and will not affect its representation of the Committee in these proceedings.

f. Bank of New York Mellon (“BNY”) is identified on the Retention Checklist under the category of “Banking Relationships” and is identified as one of the Debtors’ top 50 unsecured creditors. BNY is the indenture trustee under the Debtors’ prepetition senior secured notes issued by Toys “R” Us Inc. (“Toys-Parent”) and prepetition debentures issued by Toys-DE. BNY is also a member of the Committee. In matters wholly unrelated to these Chapter 11 Cases, Kramer Levin represents BNY and certain of its affiliates (collectively, the “BNY Entities”) in connection with bankruptcy and corporate finance matters, as agent or participant in various bank groups, and as indenture trustee for various bonds not issued by the Debtors or their non-Debtor affiliates. In addition, in matters wholly unrelated to these Chapter 11 Cases, BNY has previously served as a member of official committees of unsecured creditors which Kramer Levin formerly represented. Kramer Levin believes that these representations of the BNY Entities have not and will not affect its representation of the Committee in these proceedings.

g. Citibank NA is identified on the Retention Checklist under the category of “Banking Relationship.” The Debtors have a banking relationship with Citibank NA and certain of its affiliates (collectively, “Citigroup”) which includes Citigroup acting as (i) a lender under the prepetition ABL facility and term loan borrowed by Toys-DE and (ii) a dealer under the senior secured notes issued by TRU Taj. In matters wholly unrelated to these Chapter 11 Cases, Kramer Levin represents Citigroup with respect to various bankruptcy, corporate, litigation, tax, land use, intellectual property

Case 17-34665-KLP Doc 866 Filed 11/02/17 Entered 11/02/17 22:43:45 Desc Main Document Page 27 of 73

and ERISA matters. Kramer Levin also uses Citibank N.A. as its principal commercial bank. Kramer Levin believes that its representation of Citigroup has not and will not affect its representation of the Committee in these proceedings.

h. Deutsche Bank and certain of its affiliates (collectively, “Deutsche Bank”) are identified on the Retention Checklist under the category of “Banking Relationships.” The Debtors have a banking relationship with Deutsche Bank which includes Deutsche Bank acting as (i) a lender under the prepetition ABL facility and term loan borrowed by Toys-DE and (ii) a dealer under the senior secured notes issued by TRU Taj. In matters wholly unrelated to these Chapter 11 Cases, Kramer Levin represents and formerly represented Deutsche Bank in connection with bankruptcy and corporate matters. As mentioned above, Kramer Levin also represented Deutsche Bank in connection with its membership in the EFIH Group. Kramer Levin believes that these representations of the Deutsche Bank entities have not and will not affect its representation of the Committee in these proceedings.

i. Franklin Mutual Advisors LLC (“Franklin Mutual”) is identified in the Retention Checklist under the category of “Lenders.” Franklin Mutual is a lender under the prepetition term loan borrowed by Toys-DE. In matters wholly unrelated to these Chapter 11 Cases, Kramer Levin represents Franklin Mutual in connection with bankruptcy matters. Franklin Mutual also served as a member of the Caesars Group and an affiliate of Franklin Mutual serves as a member of the Puerto Rico Representations. Kramer Levin believes that these representations of Franklin Mutual have not and will not affect its representation of the Committee in these proceedings.

j. Goldman Sachs and certain of its affiliates (collectively, “Goldman Sachs”) are identified on the Retention Checklist under the category of “Banking Relationships.” The Debtors have a banking relationship with Goldman Sachs which includes Goldman Sachs acting as (i) a lender under the prepetition ABL facility and term loan borrowed by Toys-DE and (ii) a dealer under the senior secured notes issued by TRU Taj. In matters wholly unrelated to the Debtors, Kramer Levin currently represents and has formerly represented certain parties that are or may be otherwise directly or indirectly affiliated with Goldman Sachs and its affiliates in connection with bankruptcy, corporate and litigation matters. Additionally, as mentioned above, Kramer Levin formerly represented Goldman Sachs in connection with their previous membership in the Puerto Rico Representations. Kramer Levin believes that its representation of Goldman Sachs has not affected and will not affect its representation of the Committee in these proceedings.

k. Johnson & Johnson is identified on the Retention Checklist under the category of “Vendors.” Kramer Levin currently represents Johnson & Johnson in various litigation matters that are wholly unrelated to these

Case 17-34665-KLP Doc 866 Filed 11/02/17 Entered 11/02/17 22:43:45 Desc Main Document Page 28 of 73

Chapter 11 Cases. Kramer Levin believes that its representation of Johnson & Johnson has not and will not affect its representation of the Committee in these proceedings.

l. JP Morgan Chase and certain of its affiliates (collectively, “JP Morgan”) are identified on the Retention Checklist under the category of “Banking Relationships.” The Debtors have a banking relationship with JP Morgan which includes JP Morgan acting (i) as lender and syndication agent under the prepetition ABL facility and term loan borrowed by Toys-DE and (ii) a dealer under the senior secured notes issued by TRU Taj. In matters wholly unrelated to these Chapter 11 Cases, Kramer Levin represents and formerly represented JP Morgan in connection with bankruptcy, corporate, and real estate matters. JP Morgan has also served as a member of the Caesars Group. Kramer Levin believes that these representations of JP Morgan have not and will not affect its representation of the Committee in these proceedings.

m. LF Products Pte. Ltd. (“LF Products”) is identified on the Retention Checklist under the category of “Vendors.” Upon information and belief, LF Products is an entity affiliated with Li & Fung Limited (“L&F”). Kramer Levin currently represents and has represented L&F and/or certain of its affiliates in bankruptcy, corporate and intellectual matters wholly unrelated to the Debtors and these Chapter 11 Cases. In addition, Fung Retailing Limited (“Fung Retailing”), an affiliate of L&F, owns a 15% minority interest in Toys (Labuan) Holding Limited (BVI) (“Toys Holding”) which is a non-debtor, indirect subsidiary of TRU Asia, LLC. Kramer Levin briefly conferred with Fung Retailing prior to and shortly after the occurrence of the Petition Date. Kramer Levin did not open a new client matter number and did not bill L&F for any of the aforementioned discussions, which were provided as a courtesy to L&F. Kramer Levin does not represent and will not represent this party in connection with the Chapter 11 Cases. Kramer Levin believes that these representations and discussions have not and will not affect its representation of the Committee in these proceedings.

n. Marathon Asset Management LP (“Marathon”) is identified in the Retention Checklist under the category of “Lenders.” Marathon is a lender under the prepetition term loan borrowed by Toys-DE. In matters wholly unrelated to these Chapter 11 Cases, Kramer Levin represents and/or formerly represented Marathon in connection with bankruptcy and employment matters. Marathon also served as a member of the Puerto Rico Representations and the EFIH Group. Kramer Levin believes that these representations of Marathon have not and will not affect its representation of the Committee in these proceedings.7

7 Marathon left the EFIH Group prior to the start of 2017. 11

Case 17-34665-KLP Doc 866 Filed 11/02/17 Entered 11/02/17 22:43:45 Desc Main Document Page 29 of 73

o. Mattel, Inc. (“Mattel”) is identified on the Retention Checklist under the category of “Vendors,” is identified as one of the Debtors’ top 50 unsecured creditors, and is a member and co-chair of the Committee. Kramer Levin’s Paris office currently represents Mattel and/or certain of its related affiliates in French corporate matters wholly unrelated to these Chapter 11 Cases. Kramer Levin believes that its representation of Mattel has not and will not affect its representation of the Committee in these proceedings.

p. Sound Point Capital Management LP (“Sound Point”) is identified on the Retention Checklist under the category of “Lenders.” Sound Point is a lender under the prepetition term loan borrowed by Toys-DE. In matters wholly unrelated to these Chapter 11 Cases, Kramer Levin represents and/or formerly represented Sound Point in connection with employment, bankruptcy and corporate matters. As mentioned above, Sound Point also served as a member of the EFIH Group. Kramer Levin believes that these representations of Sound Point have not and will not affect its representation of the Committee in these proceedings.

q. Taconic Capital Advisors LP is identified in the Retention Checklist under the category of “Lenders.” Taconic Capital Advisors LP is a lender under the prepetition term loan borrowed by Toys-DE. In matters wholly unrelated to these Chapter 11 Cases, Kramer Levin represents and/or formerly represented Taconic Capital Advisors LP and certain of its affiliates (collectively, “Taconic”) in connection with bankruptcy and real estate matters. Taconic also served as a member of the EFIH Group. Kramer Levin believes that these representations of Taconic have not and will not affect its representation of the Committee in these proceedings.

r. U.S. Bank, National Association (“U.S. Bank”) is identified on the Retention Checklist under the category of “Banking Relationships.” The Debtors have a banking relationship with U.S. Bank which includes U.S. Bank acting as a lender under the prepetition ABL facility borrowed by Toys-DE. In matters wholly unrelated to these Chapter 11 Cases, Kramer Levin currently represents U.S. Bank and/or certain of its related affiliates in banking matters. In addition, U.S. Bank has previously served as a member of the Official Committees Of Unsecured Creditors of NII Holdings, Inc. and Residential Capital, LLC, and the Arch Coal Committee, represented by Kramer Levin. Kramer Levin believes that these representations have not and will not affect its representation of the Committee in these proceedings.

s. Vornado Realty and Vornado Truck LLC (collectively, “Vornado”) are identified on the Retention Checklist under the category of “Equity Holders.” Kramer Levin represents Vornado and certain affiliates in connection with real estate matters that are wholly unrelated to the Debtors and these Chapter 11 Cases. Kramer Levin instituted a formal screen for all attorneys and paralegals that have billed over 10 hours to Vornado matters

Case 17-34665-KLP Doc 866 Filed 11/02/17 Entered 11/02/17 22:43:45 Desc Main Document Page 30 of 73

over the past two years. Moreover, Kramer Levin has not and will not represent Vornado in matters related to the Debtors or these Chapter 11 Cases. Kramer Levin and Vornado Realty Trust are party to an engagement letter, pursuant to which Vornado Realty Trust agreed to waive any claim of conflict of interest with respect to Kramer Levin’s representation of clients with adverse interests in bankruptcy, insolvency and restructuring contexts. Additionally, we understand that Vornado has retained separate counsel to represent it in all matters related to these Chapter 11 Cases. Accordingly, Kramer Levin believes that these representations have not and will not affect its representation of the Committee in these proceedings.

t. Wells Fargo Bank NA (“Wells Fargo”) is identified on the Retention Checklist under the category of “Banking Relationships.” The Debtors have a banking relationship with Wells Fargo which includes Wells Fargo acting as a lender, collateral agent, and syndication agent under the prepetition ABL facility and term loan borrowed by Toys-DE. In matters wholly unrelated to these Chapter 11 Cases, Kramer Levin currently represents or formerly represented Wells Fargo and certain affiliated entities with respect to certain real estate, employment and bankruptcy matters. Kramer Levin believes that these representations have not and will not affect its representation of the Committee in these proceedings.

u. Wilmington Trust N.A. (“Wilmington Trust”) is identified on the Retention Checklist under the category of “Banking Relationships.” Wilmington Trust is the indenture trustee for the senior secured notes issued by TRU Taj. In matters wholly unrelated to these Chapter 11 Cases, Kramer Levin currently represents or formerly represented Wilmington Trust with respect to certain bankruptcy matters. Wilmington Trust served as a member of the Official Committee of Unsecured Creditors of NII Holdings, Inc. and the Official Committees of Unsecured Creditors of Residential Capital LLC, represented by Kramer Levin. All such fees relating to representation of the NII Holdings Committee during this time were paid directly by NII Holdings, Inc., and not by individual members of the NII Holdings Committee. Kramer Levin believes that its representation of Wilmington Trust has not and will not affect its representation of the Committee in these proceedings.

v. Kramer Levin’s land use group previously represented Toys “R” Us NY - LLC, a former subsidiary of one of the Debtors, over four years ago in connection with an acquisition of property in Brooklyn, New York. This entity is not listed on the Debtors’ retention checklist, and we understand that it is neither a Debtor nor is it a current Debtor affiliate. This representation ended in 2013 and Kramer Levin no longer represents this entity in any matters. Kramer Levin believes that this representation has not and will not affect its representation of the Committee in these proceedings.

Case 17-34665-KLP Doc 866 Filed 11/02/17 Entered 11/02/17 22:43:45 Desc Main Document Page 31 of 73

w. Kramer Levin’s claims trading group represents buyers and sellers of claims, including bank claims, against companies in financial distress. These transactions typically take approximately four to twelve weeks to settle. While the claims trading group advises buyers and sellers on trading issues and the documents evidencing the trades, it does not advise such clients with respect to the restructuring of the obligors. The claims trading group represented one client (the “Claims Trading Client”) as the seller of bank loans made to a Debtor entity. This client does not appear on the Debtors’ retention checklist. The claims trading group represented this Claims Trading Client in one trade which closed in October 2017. At no time did Kramer Levin provide any advice regarding the Debtors and/or any non-Debtor affiliates to the Claims Trading Client. Kramer Levin will not document any trades of claims against the Debtors during the course of the Chapter 11 Cases. Kramer Levin did not and does not currently represent the Claims Trading Client in the Chapter 11 Cases or in any other matter relating to the Debtors. The Claims Trading Client has agreed in writing that any advice provided will not in any way limit or constrain Kramer Levin’s ability to represent, advise and advocate any position on behalf of the Committee, including in litigation adverse to the interests held by the Claims Trading Client or similarly situated creditors. Kramer Levin believes that its work for the Claims Trading Client has not and will not affect its representation of the Committee in these proceedings.

x. Kramer Levin’s corporate restructuring and bankruptcy practice also involves representing holders of debt and equity securities issued by financially distressed businesses and buyers and sellers of distressed debt and securities. One or more clients of the firm may now own or later purchase secured or unsecured claims against the Debtors. Kramer Levin believes that its representation of such parties in matters unrelated to these Chapter 11 Cases will have no effect on its representation of the Committee in these Chapter 11 Cases. Kramer Levin will not advise or represent any holder of the Debtors’ securities in connection with these Chapter 11 Cases or any purchaser or seller of any debt or securities of the Debtors during Kramer Levin’s representation of the Committee. Notwithstanding the foregoing, Kramer Levin will respond to creditor inquiries, as counsel to the Committee, in furtherance of the Committee’s duties in accordance with section 1102 of the Bankruptcy Code.

y. As part of Kramer Levin’s corporate restructuring and bankruptcy practice, Kramer Levin represents agent banks, bank groups, shareholder groups, bondholder groups and creditors’ committees in connection with restructuring, bankruptcy and corporate matters. Kramer Levin may have represented, may currently or in the future represent, or be deemed adverse to, creditors or parties-in-interest in addition to those specifically disclosed herein in context of such representations in matters unrelated to these Chapter 11 Cases. Kramer Levin believes that its representation of such

Case 17-34665-KLP Doc 866 Filed 11/02/17 Entered 11/02/17 22:43:45 Desc Main Document Page 32 of 73

creditors or other parties in such other matters has not and will not affect its representation of the Committee in these Chapter 11 Cases.

z. In addition to its creditors’ rights practice, Kramer Levin is a full service law firm with active real estate, intellectual property, financing, corporate, tax and litigation practices. Kramer Levin appears in cases, proceedings and transactions involving many different attorneys, accountants, financial consultants and investment bankers, some of which now or may in the future represent claimants or parties-in-interest in these cases. Kramer Levin has not and will not represent any such entities in relation to the Debtors in these Chapter 11 Cases nor have any relationship with any such attorneys, accountants, financial consultants and investment bankers which would be adverse to the Committee, the Debtors or their estates.

21. A Kramer Levin associate, Daniel Stewart, formerly worked at Latham &

Watkins LLP, which we understand assisted the Debtors with financings. Kramer Levin has

erected an information screen between the attorneys and paraprofessionals working on behalf of

the Committee and Mr. Stewart. This information screen precludes access to files, access to

computer-generated materials, communications among the attorneys and paraprofessionals, and

discussions of these matters in public places, including departmental meetings.

22. A Kramer Levin associate, Andrew Yong, formerly worked at Simpson

Thacher & Bartlett LLP, which we understand assisted the Debtors with financings. Kramer Levin

has erected an information screen between the attorneys and paraprofessionals working on behalf

of the Committee and Mr. Yong. This information screen precludes access to files, access to

computer-generated materials, communications among the attorneys and paraprofessionals, and

discussions of these matters in public places, including departmental meetings.

23. Additional relationships of Kramer Levin to the parties-in-interest on the

Retention Checklist, as identified pursuant to the disclosure process, are set forth in Schedule 2

hereto.

Case 17-34665-KLP Doc 866 Filed 11/02/17 Entered 11/02/17 22:43:45 Desc Main Document Page 33 of 73

24. To the extent an issue arises in connection with any clients that, in the view

of Kramer Levin, could give rise to an actual or potential conflict, the Committee will utilize

conflicts counsel to address such issue.

25. Kramer Levin believes that its representation of the parties covered in the

above disclosures and those listed on Schedule 2 has not affected and will not affect its

representation of the Committee in these Chapter 11 Cases. Further, the Committee has agreed to

waive any actual or potential conflicts of interest that may arise from Kramer Levin’s

representation of parties-in-interest described above and in Schedule 2 in matters unrelated to the

Debtors, the Committee or these Chapter 11 Cases. To the extent any employee of Kramer Levin

has a relationship that, in the view of Kramer Levin, could give rise to an actual or potential

conflict, an ethical screen will be put in place to ensure that such employee does not have access

to information related to Kramer Levin’s representation of the Committee.

Affirmative Statement of Disinterestedness

26. Based on the disclosure review process conducted to date and described

herein, it appears that Kramer Levin (a) does not hold or represent an interest that is adverse to the

Committee, the Debtors or the Debtors’ estates, (b) is a “disinterested person” within the meaning

of section 101(14) of the Bankruptcy Code, and (c) does not hold or represent any interest adverse

to and has no connection (subject to the disclosures set forth below) with the Committee, the

Debtors, their creditors, the U.S. Trustee or any party-in-interest in these Chapter 11 Cases, subject

to the above material disclosures as well as the disclosures set forth on Schedule 2 hereto. Also,

Kramer Levin does not and will not represent any entities other than the Committee in matters

directly related to these Chapter 11 Cases.

Case 17-34665-KLP Doc 866 Filed 11/02/17 Entered 11/02/17 22:43:45 Desc Main Document Page 34 of 73

Attorney Statement Pursuant to ¶ D.1. of the Revised Guidelines

27. The following is provided in response to the request for additional

information set forth in ¶ D.1. of the Revised Guidelines.

Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement?

Response: No.

Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case?

Response: No.

Question: If you represented the client in the twelve (12) months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference.

Response: Kramer Levin did not represent the Committee before its formation on September 26, 2017. Kramer Levin’s billing rates have not changed since the Petition Date. Kramer Levin has in the past represented, currently represents and may represent in the future certain Committee members and/or their affiliates in their capacities as official committee members in other chapter 11 cases and/or as set forth in this Application.

Question: Has your client approved your prospective budget and staffing plan, and, if so, for what budget period?

Response: Kramer Levin is developing a budget and staffing plan that will be presented for approval by the Committee.

Employment of Wolcott Rivers Gates

28. By separate application, the Committee is also requesting authority to

employ Wolcott Rivers Gates (“Wolcott”) to serve as local counsel in these Chapter 11 Cases.

The Committee has determined that, considering the size and complexity of these Chapter 11 Cases

and the various interests involved, representation of the Committee by both Kramer Levin and

Wolcott is necessary, advisable, and in the best interests of the Committee and the Debtors’ estates.

During the course of these Chapter 11 Cases, Kramer Levin and Wolcott will reasonably

coordinate responsibilities and services rendered to the Committee to avoid any unnecessary 17

Case 17-34665-KLP Doc 866 Filed 11/02/17 Entered 11/02/17 22:43:45 Desc Main Document Page 35 of 73

duplication and inefficiencies.

* * * *

Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing is true and correct to the best of my knowledge and belief.

Dated: November 2, 2017

/s/ Robert T. Schmidt Robert T. Schmidt Kramer Levin Naftalis & Frankel LLP

Case 17-34665-KLP Doc 866 Filed 11/02/17 Entered 11/02/17 22:43:45 Desc Main Document Page 36 of 73 Schedule 1 Retention Checklist

Case 17-34665-KLP Doc 866 Filed 11/02/17 Entered 11/02/17 22:43:45 Desc Main Document Page 37 of 73

SCHEDULE 1(a)

Debtors and Debtor Affiliates

Babies “R” Us (Australia) Pty Ltd. Toys “R” Us Poland sp. ZOO Geoffrey Funds, Inc. Toys “R” Us Properties (UK) Ltd. Geoffrey Holdings, LLC Toys “R” Us Properties Ltd. Geoffrey International, LLC Toys “R” Us Property Company I, LLC Geoffrey, LLC Toys “R” Us Property Company II, LLC Giraffe Holdings, LLC Toys “R” Us Retailing (China) Ltd. Giraffe Junior Holdings, LLC Toys “R” Us SARL Magic Group Investments Ltd. Toys Acquisition, LLC MAP 2005 Real Estate, LLC Toys R Us Iberia Real Estate SLU MAP Real Estate, LLC Toys R Us Iberia SAU SALITRU Associates JV Toys R Us Madrid SLU Toys "R" Us Inc. Toys R Us Portugal Brinquedos e Artigos Toys (Labuan) Holding Ltd. Juvenis Lda. Toys (Labuan) Holding Ltd. (BVI) Toys Retailing (Thailand) Ltd. Toys (Labuan) Ltd. Toys‘R’Us (Malaysia) Sdn. Bhd. Toys ‘R’ Us Holdings (UK) Ltd. Toys‘R’Us (Singapore) Pte. Ltd. Toys ‘R’ Us Holdings (UK) Ltd. (UK) Toys”R”Us Sklep Internetowy Sp. ZOO Toys “R” Us - Delaware, Inc. Toys”R”Us Sklep Internetowy Sp. ZOO Toys “R” Us - Japan Ltd. SpK Toys “R” Us - Value Inc. TRU - SVC Inc. Toys “R” Us (Asia) Ltd. TRU (BVI) Asia 1 Ltd. Toys “R” Us (Australia) Pty Ltd. TRU (BVI) Asia 2 Ltd. Toys “R” Us (Canada) Ltd. TRU (BVI) Finance I Ltd. Toys “R” Us (Canada) Ltee TRU (BVI) Finance II Ltd. Toys “R” Us (China) Limited dba Fan Dou TRU (France) Finance Ltd. Cheng Commercial Consulting TRU (France) Holdings Ltd. (Shenzhen) Co. Ltd. TRU (HK) Ltd. (Hong Kong) Toys “R” Us (Hong Kong) Ltd. TRU (Holdings) Ltd. Toys “R” Us (Ireland) Unlimited (Ireland) TRU (Ireland) Holdings Unlimited Toys “R” Us (Taiwan) Trading Ltd. TRU (Japan) Holdings Parent Ltd. Toys “R” Us (UK) Ltd. TRU (UK) Asia Ltd. Toys “R” Us AG TRU (UK) H4 Ltd. Toys “R” Us Children’s Fund TRU (UK) H5 Ltd. Toys “R” Us Europe, LLC TRU (UK) H6, LLC Toys “R” Us Financial Services Ltd. TRU (UK) H7 Ltd. Toys “R” Us France Real Estate SAS TRU (UK) H8 Ltd. Toys “R” Us GmbH TRU (UK) H9 Ltd. Toys “R” Us Handelsgesellschaft mbH TRU (UK) Holdings Limited (UK) Toys “R” Us Holdings (China) Ltd. TRU (UK) Holdings Ltd. Toys “R” Us Holdings Ltd. TRU (UK) Noteholder Ltd. Toys “R” Us Inc. Sucursal en España TRU (Vermont) Inc. Toys “R” Us Ltd. TRU 2005 RE I, LLC

Case 17-34665-KLP Doc 866 Filed 11/02/17 Entered 11/02/17 22:43:45 Desc Main Document Page 38 of 73

TRU 2005 RE II Trust Wayne Real Estate Company, LLC TRU 2016-1 Depositor, LLC Wayne Real Estate Holding Company, LLC TRU Asia, LLC Wayne Real Estate Parent Company, LLC TRU Australia Holdings, LLC (fka WREHC amended on 9-5-15) TRU BVI Ltd. Y.K. Babiesrus Internet Japan TRU Capital, LLC¹ Y.K. Toysrus Internet Japan TRU China Holdings, LLC ZT-Winston Salem-Associates JV TRU China Retail Holdings, LLC TRU Europe Ltd. TRU Global Imports BV TRU Global Sourcing Ltd. TRU Global Tooling, LLC TRU GSO (HK) Ltd. TRU GSO, LLC TRU Guam, LLC TRU Holdings 1 Ltd. TRU Holdings 1 Ltd. (BVI) TRU Holdings 2 Unlimited TRU Holdings 2 Unlimited (BVI) TRU Hong Kong Holdings, LLC TRU Hong Kong Ltd. TRU Iberia Holdings 1 SLU TRU Iberia Holdings 2 SLU TRU Japan Holdings 2, LLC TRU Japan Holdings, LLC (converted from TRU Japan Holdings, Inc. on 7-28-16) TRU Mexico Holdings 1, LLC TRU Mexico Holdings 2, LLC TRU Mobility, LLC TRU Netherlands Holdings BV TRU of Puerto Rico Inc. TRU Taj (Europe) Holdings, LLC (name amended from TRU Taj (Spain) Holdings, LLC on 7-28-16) TRU Taj Finance, Inc. TRU Taj Holdings 1, LLC TRU Taj Holdings 2 Ltd. TRU Taj Holdings 3, LLC TRU Taj LLC TRU Thailand Ltd. TRU Thailand, LLC TRUINC Giraffe TRUINC Giraffe fka TRU (Ireland) Holdings Unlimited (Ireland) TRU-SVC LLC TRUToys (UK) Ltd.

Case 17-34665-KLP Doc 866 Filed 11/02/17 Entered 11/02/17 22:43:45 Desc Main Document Page 39 of 73

SCHEDULE 1(b)

Current and Former Directors, Officers, Members, and Managers

Barry, Richard Begeman, Gary D. Bekenstein, Joshua Boggs, N. Cornell Brandon, David Carr, Alan J. Cellar, Kurt M. Foster, Jonathan F. Goldman, Neal P. Goodman, Richard Grace, Timothy Hassan, Carla Leand, Paul M., Jr. Levin, Matthew MacNab, Keven MacNow, Joseph Megjhi, Moshin Y. Miller, Alan B. Preston, Diana Raether, Paul Short, Michael Silverstein, Wendy Stein, Jeffrey S. Taylor, Nathaniel Venezia, Patrick Von Walter, Amy Weinstein, David N. Wills, Lance

Case 17-34665-KLP Doc 866 Filed 11/02/17 Entered 11/02/17 22:43:45 Desc Main Document Page 40 of 73

SCHEDULE 1(c)

5% or More Equity Holders

Bain Capital KKR Millennium Fund LP Kohlberg Kravis Roberts & Co. LP Toybox Holdings LLC Vornado Realty Vornado Truck LLC

Case 17-34665-KLP Doc 866 Filed 11/02/17 Entered 11/02/17 22:43:45 Desc Main Document Page 41 of 73

SCHEDULE 1(d)

Banking Relationships

Banco Popular Banco Popular de Puerto Rico Bank of America Bank of America NA Bank of Hawaii Bank of Hawaii Corp. Bank of New York Brigade Capital Management LP Citi Citibank NA Debussy DTC PLC Dechert LLP Cira Centre Deutsche Deutsche Bank Deutsche Bank AG New York Branch Elavon Financial Services Ltd. UK Branch Fifth Third Fifth Third Bancorp Goldman Goldman Sachs Goldman Sachs Lending Partners LLC Goldman Sachs Mortgage Co. ICD Institutional Cash Distributors LLC JPMorgan Chase JPMorgan Chase & Co. Key Bank Key Bank of VT Milbank Tweed Hadley & McCloy LLP Regions Regions Financial Corp. Situs Asset Management Ltd. United Jersey Bank US Bank US Bank NA US Bank Trustees Ltd. Wells Fargo Bank NA Wilmington Trust NA

Case 17-34665-KLP Doc 866 Filed 11/02/17 Entered 11/02/17 22:43:45 Desc Main Document Page 42 of 73

SCHEDULE 1(e)

Bankruptcy Professionals

Alvarez & Marsal Inc. Joele Frank, Wilkinson Brimmer Katcher Lazard Ltd. Prime Clerk LLC

Case 17-34665-KLP Doc 866 Filed 11/02/17 Entered 11/02/17 22:43:45 Desc Main Document Page 43 of 73

SCHEDULE 1(f)

Contract Counterparties

Al Futtaim Sons Amic Trading Pty. Ltd. Keshet - Hypertoy Ltd. Lotte Shopping Co. Ltd. Marketing Services & Commercial Projects Operation Co. Tablez Food Co. Top Toy

Case 17-34665-KLP Doc 866 Filed 11/02/17 Entered 11/02/17 22:43:45 Desc Main Document Page 44 of 73

SCHEDULE 1(g)

Insurers

Ace American Insurance Co. Ace Property & Casualty Insurance Co. Allied World Assurance Co. American Zurich Insurance Co. Barbican Consortium 9354 - London Continental Insurance Co. of NJ Federal Insurance Co. Great American Assurance Co. Ironshore Indemnity Inc. Liberty Surplus Insurance Co. Lloyds of London Monopolistic National Union Fire Insurance Co. of Pittsburgh PA Nationwide Navigators Insurance Co. Ohio Casualty Insurance Co. PICC Property & Casualty Co. Ltd. Starr Indemnity & Liability Co. Starr Syndicate Limited at Lloyds of London Steadfast Insurance Co. Tokio Marine Tokio Marine - HCC Travelers Casualty & Surety Co. TRU Vermont Inc. US Specialty Insurance US Specialty Insurance Co. HCC Wright National Flood Insurance Co. XL Insurance America Inc. Zurich American Insurance Co. Zurich Insurance Co. Ltd. Zurich Insurance plc UK Branch

Case 17-34665-KLP Doc 866 Filed 11/02/17 Entered 11/02/17 22:43:45 Desc Main Document Page 45 of 73

SCHEDULE 1(h)

Landlords

101 & Scottsdale LLC Benderson-Wainberg Associates LP 1189 STCW LLC Benenson Capital Partners LLC 12535 SE 82nd Ave. Bensalem 11 LLC 157th Kendall LLC Berwick-Krausz 18601 Alderwood Mall Parkway LLC Best Buy Stores LP 209 South Point Blvd LLLP Bey Lea Joint Venture 2201 Gallatin Pike LLC Bloomington Commons LLC 3500 48th Street Associates BLT Realty Inc. 3680 Partnership Blvdcon LLC 4000 Oxford Drive Associates LP Brass Mill Center LLC 6711 Glen Burnie Retail LLC BRE DDR BR West Valley MI LLC 6851 Veterans LLC BRE DDR Crocodile Sycamore Plaza LLC 9801 GB Associates LLC BRE DDR Erie Marketplace DST A&W Acquisitions LLC BRE DDR Shoppers World LLC Acadia Mad River Property LLC BRE RC Las Palmas MP TX LP ACF Paramus Plaza LLC BRE/Pearlridge LLC Adam Eidemiller Inc. Brea Union Plaza I LLC Albany Mall LLC Bricktown Square LLC Alisan LLC Brixmor Arborland LLC Alisue LLC Brixmor GA Galleria LLC Alisue Trust Fundamentals Co. Brixmor GA Kingston Overlook LLC Almaden-Blossom Hill LLC Brixmor GA Waterford Commons LLC Anthony M. Cafaro Trust Brixmor GA Westminster LLC ARC Spsantx001 LLC Brixmor Grand Traverse I LLC AREP III BT LLC Brixmor Hale Road LLC Ashment Shopping Center Brixmor Property Owner II LLC Asset Acquisition LLC Brixmor Wendover Place LP Atomic Investments Inc. Brixmor/IA Delco Plaza LLC August America LLC Broadstone Plaza O2 LP Aursan Co. LLC Brookline Northtown LLC AVR CPC Associates LLC Brown - 19 LLC B. Square SC Co. Ltd. Brown, David A. Baby Fields LLC BSM Suburban Plaza LLC Bai Glenbrook LLC BT Hull Street LLC Bali Properties Inc. BTM Development Partners LLC Basser-Kaufman 226 LLC Burbank Realty Co. LLC Bayer Development Co. LLC Burlington Coat Factory BBB Corp. Burlington Coat Factory Realty Of Dublin Bel Air Square LLC Inc. Bell Towne Centre Associates LLC BVK Courtyard Commons LLC Bellingham North Main Street II LLC Cafaro Governors Square Partnership Ben Richman CS Coen & Angelo Cafaro NW Partnership, The

Case 17-34665-KLP Doc 866 Filed 11/02/17 Entered 11/02/17 22:43:45 Desc Main Document Page 46 of 73

Canyon Crossing Dunhill LLC CW Dover LLC Castle & Cooke Corona Crossings LLC CW Park Hills Plaza LP Cay Properties Danforth Holdings LLC Centercap Associates Daniel G. Kamin Lima Enterprises Centerpoint Owner LLC DDR Carolina Pavilion LP Century Plaza Corp. DDR Gateway LLC CFT NV Developments LLC DDR Millenia Plaza LLC Chandler Pavilions LLC DDR Nassau Pavilion Associates LP Chapman Cole Attleboro Babies No. Two DDR Norte LLC SE Partnership Ltd. DDR Perimeter Pointe LLC Chee, David DDR Poyner Place LP Cianciolo, Edith J. DDR Southeast Union LLC Cianciolo, Philip A. DDRA Ahwatukee Foothills LLC Cincinnati Holding Co. LLC DDRM Springfield Commons LLC City Bay Plaza LLC DDRTC Fayette Pavilion I & II LLC City National Bank of Miami DDRTC McFarland Plaza LLC City View Towne Crossing Shopping Center De Arellano, Zorahayda Ramirez Clearwater Crossing LP Deptford Plaza Associates Clifton Country Road Assoc. RT CM 6341 Derito Talking Stick South LLC CLPF-Tukwila LP DG Retail Leaseco LLC CM Morris Corners LLC Diajeff LLC Cole Mt. Beavercreek OH LLC Diajeff Trust, The Cole Mt. San Antonio (Highway 151) TX DJA Olathe LP LLC Donahue Schriber Realty Group LP Cole Mt. San Jose CA LP Douglaston Shopping Center Owner LLC Cole Mt. Sunset Valley TX LLC DSF Motels Cole Mt. West Covina Lakes CA LP Dsvegas II LLC Cole TY Coral Springs FL LLC DTD-Devco 8W LLC Colonial Heights Land Associates LP Dunning Farms LLC Colonies-Pacific 19A LLC, The Durham Westgate Plaza Investors LLC Columbia Crossing 1700 LLC Eatontown 36-LLC Columbia Mall Partnership EDK Toys LLC Columbia Plaza Shopping Center JV Edmark IV LLC Connie L. Sillen Family Trust EEC Park Place Cerritos LLC Cooper Olshan Co. El Dorado MP #1 LP Cooper Smolen Joint Venture Empire Mall LLC Cor Route 7 Co. LLC Equity One Florida Portfolio Inc. Cordano Associates Equity One JV Sub Northborough LLC Cosmo Eastgate Ltd. Esan LLC Cottonwood Corners TIC Escondido Mission Village CP Venture Two LLC Excel Ft. Union LLC CPT Creekside Town Center LLC Excel Stockton LLC CPT Shops At Rossmoor LLC Exton/Whiteland Devco CRP II - Horizon Park LLC Facchino/Labarbera Blossom Hill LLC CSM Shops Inc. Family Center Orem Shopping Center LLC Cumberland Mall Associates Fay Estates

Case 17-34665-KLP Doc 866 Filed 11/02/17 Entered 11/02/17 22:43:45 Desc Main Document Page 47 of 73

Festival of Hyannis LLC Hersch 2003 LLC Fidelity Syndications Co. LLC Hickory Corners 16B LLC Floit Properties High Ridge LLC Forest Plaza LLC Hillview CH LLC Fort Smith Ventures LLC Hines Global REIT 4875 Town Center LLC Forum Lone Star LP Hines Global REIT San Antonio Retail I LP Fringe Area (PLA) Inc. HM-Up Development Alafaya Trails LLC Frit Escondido Promenade LLC Homestead Co., The FTT Village Fair North LLC Horn Pond Plaza LLC FW CA-Pleasant Hill Shopping Center LLC Horsham Realty Partners LP FW CT-Corbins Corner Shopping Center HRE Properties LLC Huntington Oaks Delaware Partners LLC FW Il - Riverview Plaza LLC IA Lithonia Stonecrest LLC G&I VIII Lakeshore Marketplace LLC IG LC Galleria Alpha Plaza Ltd. Ikea Center Urban Renewal Inc. Garden Fair Realty Associates Ikea Property Inc. Gateway Center Properties III LLC Imbus Enterprises LP Gateway DC Properties IMI Huntsville LLC Gateway Pinole Vista LLC In Retail Fund Woodfield Commons LLC Gator Swansea Property LLC Independence Plaza Center LP GCTC Holdings LLC Indio Jackson LLC GEJ Realty Co. Inland Southeast King's Grant LLC Gemini Place Towne Center LLC Inland Western Charleston North Rivers General Auto Outlet of Evansville LLC LLC GG Lawruk Pleasant Valley 2000 LP Inland Western Concord King's GGP Ivanhoe II Inc. Inland Western Cranberry Dst. GGP Staten Island Mall LLC Inland Western Fort Myers Page Field LLC GGPA State College 1998 LP Inland Western Hickory Catawba LLC GKKL LLC Inland Western Newnan Crossing II LLC Golde Creek Plaza LP Inland Western Southlake Corners Kimball Golden Mile Marketplace LLC LP Goldsmith, John Interstate 5 Center LLC Goodrich Cicero LLC IRC Turfway Commons LLC GP Development Corp. IRC University Crossing LLC Grand Central Parkersburg LLC Irvine Co. LLC Great East Mall IVT Price Plaza Katy LLC Great Northern Mall Holding LLC IVT Renaissance Center Durham II LLC Greenwood 153 LLC Jantzen Dynamic Corp. GS Centennial LLC Jefan Trust, The GW Real Estate of Georgia LLC Jesue LLC Hamilton Village Station LLC JJD-HOV Elk Grove LLC HAP Property Owner LP JLP-Cranberry LLC Hareff Trust JLP-Lynnhaven VA LLC Hart Pacific Commons LLC Johnann LLC Hawthorn Theatre LLC Kentucky Oaks Mall Co. HCL Goodyear Centerpointe LLC Kimco Bayshore LLC

Case 17-34665-KLP Doc 866 Filed 11/02/17 Entered 11/02/17 22:43:45 Desc Main Document Page 48 of 73

Kimco Cross Creek 607 Inc. Mascot Trust, The Kimco Lewisville LP Mascott LLC Kimco Lexington 140 LLC Master E. Squared Laredo LLC Kimco North Brunswick 617 Inc. Mattone Group Raceway LLC Kimco Realty Corp. McLain, V.B. Kin Properties MD Management Inc. Kin Properties Inc. MDL Realty LLC Kingstowne Parcel O LP Meno, Frederick J. Kir Arboretum Crossing LP Meridian Centercal LLC Kir Bridgewater 573 LLC MGP IX Properties LLC Kir Maple Grove LP Midmall Resources LP Kir Minnetonka LP Mikeone Houston Holdings LLC Kir Montebello LP Mill Creek Mall LLC Kir Tampa 003 LLC Mira Mesa Shopping Center-West KRG Belle Isle LLC MM17 LLC KRG Cedar Hill Plaza LP Monmouth Plaza Enterprises LLC KRG Evans Mullins LLC Moore, Billy E. KRG Port St. Lucie Landing LLC Moore, Heather KRG South Elgin Commons LLC MSA Montrose LP KRG White Plains City Center LLC MSKP Gateway LLC L Enterprises LLC Murray Bart Associates La Cienega - Sawyer Ltd. Nare High Grove Management LLC Lake Grove Owners LLC National Land Resources Lansing Mall LLC National Retail Properties Inc. LBG Portage Center LLC National Retail Properties LP Lea Co. New York Department Stores De Puerto Levco Associates Rico Inc. Levin Properties LP Newage PHM LLC Lexington Toy Tulsa LP Newington Gross LLC Lightman, Michael A. Newington-Westfarms TMC LLC Loop West (Orlando) LLC Nine Mall Investors LLC LVP Oakview Strip Center LLC NNN Tru Gastonia LLC Macerich Southridge Mall LLC Noland Fashion SC LLC Macomb Center Partners LLC Northwest Target LLC Madison Waldorf LLC Northwoods LP Madison/West Towne LLC NPMC Retail LLC Magnolia Park LLC NTH 250 E LLC Main Street at Exton LP NW Village LLC Mall At Leigh Valley LP Oakley Grove Development LLC Mall at Northshore LLC Oakridge Court LLC Mallview Plaza Co. Ltd. OCW Retail-Dedham LLC Manana-Cdit LLC Ohio Valley Mall Mann Enterprises Inc. Orange Park Associates Market Plaza Associates OWRF Baybrook LLC Marketplace Center LLC Oxford Valley Road Associates LP Marvin L. Lindner Associates LLC Pacific Petc-Miami LLC

Case 17-34665-KLP Doc 866 Filed 11/02/17 Entered 11/02/17 22:43:45 Desc Main Document Page 49 of 73

Pacific Youngman-Torrance Running Hill SP LLC Pacific/Dsla No. 2 Rushmore Oaks Mall LLC Palm Springs Mile Associates Ltd. S Klein Family LLC Palms Crossing Town Center LLC Saico Gateway Co. LLC Pappas Union City LP Saltru Park Brooke Hazlet LLC Samjenn Associates LLC Parkway Crossing East Shopping Center LP Sandelman, Elyse Pasadena Partners LP Sandelman, Sanford PBA II LLC Sandelman, Steven PCG Burbank Gl LLC Sandleman, Susan PCG Woodland Hills Topanga SAS Family Trust Peabody Center LLC Sayville Plaza Development LLC Petty, George S. SBAF Running Fox Inc. Pine Tree Properties Schaumburg Corners LLC Pipeline 13 A LLC Schreier, Alison Pipeline 13 A LP SCI ITC South Fund LLC PK I Fullerton Town Center LP SDC Pacific Youngman-Santa Ana Plaza at Buckland Hills LLC SDR Associates Toys Kids RT CM 5646 PNN Holdings LP Seaboard Commons Holdings LLC Porto Bella Apartment Co. LP Section 14 Development Co., The Portsmouth Plaza LP SFERS Real Estate Corp. II Potomac Run LLC Shackleford Crossings Investors LLC PR Valley LP Shafer Plaza 06A LLC Pregamant Mall of Staten Island LLC Shanri Holdings Corp. Prudential Insurance Co. of America, The Shaw-Marty Associates Pyramid Company of Holyoke Shorewood Station LLC R&J Baileys LLC Short Pump Investors LLC Rabanus Center LCC Siegen Lane Properties LLC RAF Flowood LLC Simon Property Group (Texas) LP Rainbow Arroyo Commons LLC Site C LLC Raintree Realty LLC Sizeler Family LP Ramco Jackson Crossing SPE LLC SM Eastland Mall LLC Ramco-Gershenson Inc. SM Rushmore Mall LLC RB Tech Ridge LLC Smith Interests General Partnership LLP RCG-Lithonia Marketplace LLC Smith Land & Improvement Corp. Real McKeever LLC, The Smithtown Venture LLC Redlands Town Center Retail III LLC Somerville Circle Rego II Borrower LLC Sorenson, Richard W. Riddle Group Southpoint Plaza LLC Ridge Line Inc. Sparky Baby LLC RJ Realty LP Spirit Properties Ltd. Rockaway Center Associates LP Spring Ridge LP Rockstep Meridian LLC Springsan Co. LLC Route 146 Millbury LLC SS Capital LLC Rpai Sugar Land Colony LP State & 59th Partners LLC RTP Comm Way LLC Sterling Realty Organization

Case 17-34665-KLP Doc 866 Filed 11/02/17 Entered 11/02/17 22:43:45 Desc Main Document Page 50 of 73

Stone Ridge Plaza LLC Valley View (Unit 1) LLC Stowsan LP Vallorbe Inc. Strip Delaware LLC, The VCG Whitney Field LLC Sully LP, The Vertical Industrial Park Associates Summerhill Square LLC Vickery Realty Co. Trust Sun Center Ltd. Viking Partners Overland Pointe Marketplace Sunland West Joint Venture LLC Sunrise Mass LLC Village At Allen LP, The Sunrise Promenade Associates VPBH Associates LP Sunset Hills Owner LLC Wachs New Hartford Development LLC Svap II Pasadena Crossroads LLC Wal-Mart Realty Co. T Douglasville GA Retail LLC Wat Marital Trust T Southland Crossing OH LLC Watt-Elkhorn Center T&T Enterprises LP Weingarten Nostat Inc. Tacoma Mall Partnership Weingarten Realty Investors Taft Corners Associates Westgate Village LLC Talisman Towson LP Westlake Shopping Center LLC Tamarack Village Shopping Center LP White Oaks Plaza LLC Tanurb Burnsville LP Williams Parkway LLC Taylor Square Owner LLC Wilson Gardens Havana LLC Tech One Associates Winrock Partners LLC THF Chesterfield Dev LLC Winston Salem Hanes LLC THG Bluegrass Manor LLC Wood Asheville Center LLC Thousand Oaks Marketplace LP Woodcock Properties Inc. Timbers 2 LLC Wrexham Associates LP TKG Paxton Towne Center Development Wright Oracle LLC, The LP Yacoel Investments III LLC TMT Pointe Plaza Inc. Yah Investments Top Terraces Inc. Yuba Shopping Center Towne Center West Associates Zelman Ontario LLC Toys WD Co. LLC TPP 306 First Colony LLC Treeco/Soder Royal Palm LLC Triangle Plaza I LLC Triangle Plaza II LLC UE Hudson Mall Holding LLC UE Mundy Street LP UE Property Management LLC Union Bank of California University Park Improvements LLC University Town Plaza LLC Upper Glen Street Associates LLC Urban Edge Properties Urstadt Biddle Properties Inc. US 41 & I 285 Co. Valencia Marketplace I LLC

Case 17-34665-KLP Doc 866 Filed 11/02/17 Entered 11/02/17 22:43:45 Desc Main Document Page 51 of 73

SCHEDULE 1(i)

Taxing Authorities

Alameda, County of (CA) Florida, State of Anchorage, Municipality of (AK) Fort Collins, City of (CO) Anne Arundel, County of (MD) Franklin, County of (OH) Aurora, City of (CO) Freehold, Township of (NJ) Baltimore, County of (MD) Fresno, County of (CA) Baton Rouge, City of (LA) Fulton, County of (GA) Berkheimer Outsourcing Inc. Georgia, State of Bexar, County of (TX) Glendale, City of (AZ) Birmingham, City of (AL) Glendale, City of (CA) Braintree, Town of (MA) Guam, Territory of (United States), Brockton, City of (MA) Department of Revenue Brookfield, City of (WI) Hamburg, Town of (NY) Broome, County of (NY) Hamilton, Township of (NJ) Broward, County of (FL) Harris, County of (TX) Calcasieu, Parish of (LA) Hempstead, Town of (NY) Carrollton Farmers Branch Independent Henry, County of (GA) School District (TX) Hidalgo, County of (TX) Centennial, City of (CO) Hillsborough, County of (FL) Charleston, County of (SC) Hinds, County of (MS) Cherry Hill UE LLC Hoover, City of (AL) City View Towne Crossing Houston County & City of Dothan Pash Return Clackamas, County of (OR) (AL) Clark, County of (NV) Illinois, State of Clarkstown, Town of (NY) Jackson, County of (MO) Cobb, County of (GA) Jefferson, County of (AL) Colorado Springs, City of (CO) Jefferson, County of (CO) Concord, City of (NC) Jefferson, Parish of (LA) Concord, City of (NH) Johnson, County of (KS) Cook, County of (IL) Kane, County of (IL) Cooper Olshan Co. Keystone Collections Group Cooper Smolen Joint Venture King, County of (WA) Cuyahoga, County of (OH) Lafayette Parish School Board Dallas, County of (TX) Lake, County of (IL) Delaware, State of Lake, County of (IN) Denton, County of (TX) Lakewood, City of (CO) Deptford, Township of (NJ) Lawrence, Township of (NJ) Douglas, County of (CO) Lexington, County of (SC) Douglas, County of (NE) Linn, County of (IA) Dupage, County of (IL) Livingston, Township of (NJ) Ellis, County of (TX) Los Angeles, County of (CA) Fairfax, County of (VA) Lucas, County of (OH) Fidelity Totowa Associates LLC Madison Heights, City of (MI)

Case 17-34665-KLP Doc 866 Filed 11/02/17 Entered 11/02/17 22:43:45 Desc Main Document Page 52 of 73

Madison, City of (WI) Poughkeepsie, Town of (NY) Mahoning, County of (OH) Prince George's, County of (MD) Maricopa, County of (AZ) Prince William, County of (VA) Marion, County of (IN) Puerto Rico, Commonwealth of Mark Monitor Pulaski, County of (AR) Maryland, State of Racine, City of (WI) Massachusetts, Commonwealth of Ramsey, County of (MN) Mayagüez, Municipio de (PR) Riverhead, Town of (NY) McAndrew Conboy & Prisco LLP Riverview Management Co. McLennan, County of (TX) Rockaway, Township of (NJ) Mesa, City of (AZ) Roseville, City of (MI) Miami-Dade, County of (FL) Sacramento, County of (CA) Michigan, State of Salem, Town of (MA) Middletown, Township of (PA) San Bernardino, County of (CA) Milford, City of (CT) San Diego, County of (CA) Milwaukee, City of (WI) San Joaquin, County of (CA) Monroe, City of (LA) San Mateo, County of (CA) Monroeville, Municipality of (PA) Santa Clara, County of (CA) Monterey, County of (CA) Scott, County of (IA) Montgomery, City of (AL) Sedgwick, County of (KS) Montgomery, County of (MD) Seminole, County of (FL) Montgomery, County of (PA) Shawnee, County of (KS) Mount Olive, Township of (NJ) Snohomish, County of (WA) Nashua, City of (NH) Solano, County of (CA) Nevada, State of New South Dakota, State of Jersey, State of New South Portland, City of (ME) York, City of (NY) SPI Property Management Corp. New York, State of Springfield, City of (MA) North Attleborough, Town of (MA) Springfield, Township of (PA) North Carolina, State of St. Clair, County of (IL) North Dakota, State of St. Louis, County of (MO) Northmarq Capital Stanislaus, County of (CA) Norwalk, City of (CT) Sterling Heights, City of (MI) Ohio, State of Tarrant, County of (TX) Oklahoma, County of (OK) Tax Recourse LLC Orange, County of (FL) Texas, State of Palm Beach, County of (FL) Thornton, City of (CO) Paramus, Borough of (NJ) Toms River, Township of (NJ) Pennsylvania, Commonwealth of Travis, County of (TX) Philadelphia, City of (PA) Tucson, City of (AZ) Phoenix, City of (AZ) Tulsa, County of (OK) Pierce, County of (WA) Tuscaloosa, County of (AL) Pima, County of (AZ) United States, Government of the, Internal PK I North County Plaza LP Revenue Service Placer, County of (CA) Upper Merion, Township of (PA) Polk, County of (IA) Vanderburgh, County of (IN)

Case 17-34665-KLP Doc 866 Filed 11/02/17 Entered 11/02/17 22:43:45 Desc Main Document Page 53 of 73

Ventura, County of (CA) Washington, County of (OR) Washington, State of Waterford, Town of (CT) Waukesha, County of (WI) Wayne, Township of (NJ) West Hartford, Town of (CT) West Mifflin, Borough of (PA) Westminster, City of (CO) Whitehall, Township of (PA) Will, County of (IL) Yonkers, City of (NY)

Case 17-34665-KLP Doc 866 Filed 11/02/17 Entered 11/02/17 22:43:45 Desc Main Document Page 54 of 73

SCHEDULE 1(j)

U.S. Trustees, Judges, Clerks, and Court Contacts for the Eastern District of Virginia

Blades, Paula F. Bloom, Margaret L. Charboneau, Joel Flinchum, Peggy T. Frankel, Jack I. Franklin, Lisa D. Garber, Margaret K. Guzinski, Joseph A. Herron, Nicholas S. Huennekens, Kevin R. Jones, Bradley D. Kenney, Brian F. Kidd, Karen Kindred, Klinette H. King, B. Webb Kohen, Lynn A. Legum, Jay W. Mann, Evertte Mcpherson, Theresa E. Oliver, Betty Pecoraro, Shannon F. Phillips, Keith L. Pika, Tony Poda, Heidi Redden, William C. Rintye, Peggy Santoro, Frank J. Sims, Ilene M. St. John, Stephen C. Steven, Mark E. Turner, June E. Van Arsdale, Robert B. Watson, Martha J. Weschler, Cecelia A. Whitehurst, Kenneth N., III Wilson, Sheryl D.

Case 17-34665-KLP Doc 866 Filed 11/02/17 Entered 11/02/17 22:43:45 Desc Main Document Page 55 of 73

SCHEDULE 1(k)

Utilities

Alabama Power Co. Ameren Missouri Arizona Public Service Electric Co. ConEdison Solutions Consolidated Edison Inc. Constellation NewEnergy Inc. Consumers Energy Dominion Energy Inc. DTE Energy Co. Duke Energy Duke Energy Progress Eversource Energy Florida Power & Light Co. Georgia Power Jersey Central Power & Light Co. Los Angeles, City of (CA), Department of Water & Power New Jersey Natural Gas Co. Northern States Power Co. Pacific Gas & Electric Co. Public Service Electric & Gas Co. Puerto Rico, Territory of, Electric Power Authority San Diego Gas & Electric Co. Southern California Edison Co. WE Energies XCEL Energy Inc.

Case 17-34665-KLP Doc 866 Filed 11/02/17 Entered 11/02/17 22:43:45 Desc Main Document Page 56 of 73

SCHEDULE 1(l)

Vendors

2 Dogs Distribution LLC Baby Trend Abbott Nutrition Baby Vision Inc. ABG Accessories Babys Journey Inc. Accessory Innovations LLC Babyswede LLC Ace Metrix Inc. Bag Bazaar/Confetti DV Ace3 Group LLC Ball Bounce & Sport Acuative Corp. Bandai America Inc. Ad Sutton & Sons Bandai Creation Aden & Anais Inc. Bank of America Merchant Alex Toys LLC Bap Investors LC Alexander Doll Bassett Furniture Ind. Alliance Distributors Holding Inc. Battalia Winston Almar Sales Co. Bbdo NY Altis Global Ltd. Beechnut Nutrition Co. Amazing Toys Ltd. Bell Sports Inc. Amerex Bensussen Deutsch & Associates Inc. American Boy & Girl Hwr. Inc. Bentex Group Inc. American Girl Publishing Inc. Berger MZ & Co. Inc. American Greetings Corp. Berkshire Fashions American Marketing Enterprise Best Accessory Group Ameriwood Industries Inc. Best Chairs Inc. Animal Adventure LLC Best Made Toys Int Ulc Anki Inc. Bestway HK International Ltd. Apple Inc. Better Sourcing WW Ltd. Aptaris Software LLC Beverly Hills Teddy Bear Co. Aqua-Leisure Industries Inc. Big Time Toys LLC Arco Toys Ltd. Bio World Merchandising Inc. Arm's Reach Concepts Bivona & Co. LLC Artoy Industrial Ltd. Bladez Toyz Ltd. Asa Products Inc. Blank Rome LLP Asmodee Editions LLC Boba Inc. Asphalt Specialist Inc. Bonkers Toy Co. LLC Assa Abloy Entrance Systems US Inc. BooginHead LLC Audiovox Electronics Corp. Boon Inc. Auldey Toys of North America LLC Boppy Co. LLC, The Avent America Inc. Brands Four Kids LLC Ayablu Inc. Bravo Sports Baby Björn BreathableBaby LLC Baby Boom Consumer Product Inc. Brickman Facility Solutions Baby Brezza Enterprises Bridge Direct Inc., The Baby Jogger LLC Bright Kingdom Dev Ltd. Baby Ktan LLC Brinco Mechanical Management

Case 17-34665-KLP Doc 866 Filed 11/02/17 Entered 11/02/17 22:43:45 Desc Main Document Page 57 of 73

Britax Child Safety Inc. Crane USA Inc. Buffalo Games Crayola LLC Bugaboo North America Inc. Cra-Z-Art Bumbo Distribution USA LLC Creative Agency Services Team Bumkins Finer Baby Products Creative Baby Inc. Burt's Bees Inc. Creative Design International Ltd. Buzz Bee Toys HK Ltd. Criteo Corp. C&T International Crown Equipment C.R. Gibson Cuddle Factory Ltd. Caden Co. Danbar Cool Things Inc. California Innovations Dell Marketing LP Calisson Inc. Delta Enterprises Corp. CamelBak Products LLC Dematic Corp. Canal Toys Diamond Select Toys Candy Planet Diaper Dekor CandyRific Dickie Toys HK Ltd. Capital Brands LLC Diggin Active Inc. Cardinal Ind Inc. Digital Complex Inc. - Big Toys Casio America Inc Digital Media Cartridge Ltd. Castline Inc. Diono LLC Ceaco Inc. Disguise Inc. Cella Consulting LLC DK Selections Centresky Craft Shantou Co. Ltd. Dorel Asia Ltd. Cepia LLC Dorel Juvenile Group Inc. Ceva Freight LLC Dream On Me Inc. Chance Productions Dreamgear LLC Chap Mei Plastic Toys Mfy. Ltd. Duracell Distributing Inc. Charter Ltd. Dust Studio Ltd. Cherry Group Co. Ltd. Dutailier Inc. Dynacraft Cheuk Yip Plastic Fty. Ltd. BSC Inc. Dynamic Chicco BRU Scientific Ltd. Children's Apparel Network Earth Mama Angel Baby LLC Chit Shing PVC Products Mfy. Ltd. eKids LLC Church & Dwight Co. Inc. Elements Business Services Circus World Displays Ltd. Emerson Healthcare LLC CJ Products Energy Management Collaborative LLC Claire's Boutiques Inc. Enesco LLC Clementoni SpA Entertainment Retail Enterprises LLC Cleverland Footwear Mfg. Ltd. Epsilon Data Management COKeM International Ltd. Ergobaby Inc. Columbus Trading Partner USA Inc. Ernst & Young LLP Comic Images Evenflo Co. Inc. ComNet Services LLC Evenflo Co. Inc. Pvl. Comotomo Inc. Evenflo Feeding Inc. Continental Concession Supplies Evermax Global Resource Co. Ltd. Conversant LLC Excel Building Services LLC

Case 17-34665-KLP Doc 866 Filed 11/02/17 Entered 11/02/17 22:43:45 Desc Main Document Page 58 of 73

Exclusive Group LLC Goodbaby Hong Kong Ltd. Expanscience Laboratories Grace Home Fashions Explore Scientific LLC Graco Children's Product Inc. FABCO Hygienic Products Co. Ltd. Graphic Communications Facility Services of America Inc. Greenlight LLC Fairhaven Health LLC Grid Dynamics International Inc. Famosa North America Inc. Group III International Inc. Fantasia Accessories Ltd. Grow'n Up Ltd. Fantasma Toys Inc. Guangdong Textiles Import & Export Co. Farallon Brands Ltd. Fashion Accessory Bazaar Hain Celestial Group Inc., The Fashion Angels Enterprises Hallmark Marketing Co. LLC Fast Forward LLC Halo Innovations Inc. Federal Express Corp. Hamco Fisher Price Inc. Handcraft Manufacturing Corp. Fisher Price Juvenile Products Division Handi-Craft Co. Fisher Price Power Wheels Happy Kid Toy GroupYTN Fisher Price Toys Happy Threads LLC Fit & Fresh Inc. Hasbro Inc. Floppy Products Inc. Hauck Hong Kong Ltd. Footsteps Technology Ltd. HCL America Inc. Fotorama USA Heritage Baby Products LLC Foundations Worldwide Inc. Hi Mark International Co. Ltd. Franco Mfg. Co. HIS Juveniles Inc. Franklin Sports Inc. Honest Co. Inc., The Fridababy LLC Hong Kong City Toys Fujifilm North America Corp. Hong Kong Xin Yao Funko LLC Hori USA Inc. Funrise Inc. HTI Toys HK Ltd. Fusion Manufacturing Group Ltd. Huffy Bicycles GA Gertmenian & Sons LLC Hugfun International Hongkong Ltd. GBG Beauty LLC Humble Crew Inc. General Lion Footwear International Hunglow Ltd. Genesis TechSystems Inc. IBM Corp. Geometric Results Inc. IdeaVillage Products Corp. Georex Asia Ltd. InComm Georgia Pacific Corrugated LLC Infantino LLC Gerber Childrenswear Inc. Infor US Inc. Gerber Childrenswear LLC Ingram Entertainment Inc. Gi-Go Toy Co. Innovation First Labs Inc. Ginsey Industries Inc. Innovative Designs LLC Global Design Concepts Instant Web Inc. Gold Inc. International Playthings LLC Goldlok Toys Holding Guangdong Invodo Inc. Goliath Games LLC Ipsos Insight LLC Good Art Ltd. Irish Breeze Ltd.

Case 17-34665-KLP Doc 866 Filed 11/02/17 Entered 11/02/17 22:43:45 Desc Main Document Page 59 of 73

Jackson Lewis LLP Latham & Watkins LLP Jada Toys Inc. Leachco CJ Inc. Jakks Pacific Inc. Learning Journey International LLC, The Ja-Ru Inc. Learning Resources Jay at Play International HK Ltd. Lego Jay Franco & Sons Inc. Lennox Industries Inc. Jazwares Inc. Leosco International Ltd. JCH HK Technology Trading Ltd. Levatoy LLC Jiangsu Guotai Guomao Co. Ltd. Levtex LLC Johnson & Johnson LF Products Pte. Ltd. Jojo Designs LLC Lifetime Products Inc. Jolly Far East Ltd. Lillebaby LLC Joovy Lin R. Rogers Electrical Contractors Just Play LLC Lincoln Hill Construction Kai Yuan Ltd. Lionel LLC Kalencom Corp. LollyTogs Ltd. The Kallidus Inc. Loyal Subjects LLC, The Kano Computing Ltd. Lozier Corp. KAS Direct LLC LS Parry Inc. Kaz Inc. LSC Communication US LLC KDM POP Solutions Group LulyBoo LLC Kent Displays Inc. Luv N' Care Kent International M Design Village LLC Kenyield International Group Ltd. Macari Baby Inc. Kiddieland Industries Ltd. Madix Inc. KidKraft Inc. Magformers LLC Kids II Far East Ltd. Maisto International Inc. Kids II Inc. Make It Real LLC Kids Only Inc. MAM USA Kids Preferred LLC Manhattan Associates Inc. Kids Station Toys Inc. Manley Toys Ltd. USA Kidsrock Ltd. Marpac LLC Kidz Delight Matson Navigation Co. Kidz Toyz HK Ltd. Mattel Girls MS ML-0609 Kidztech Toys Mfg. Ltd. Mattel Sales Corp. Kiinde LLC Maxim Co. Taiwan Ltd. Kimberly Clark Corp. May Cheong Toy YTN Kitex Garments Ltd. Maya Group Inc., The KKW Trucking Inc. Mayborn USA KLL Dolls Inc. Medela Inc. K'Nex Industries Inc. Co. Mega Brands America Inc. Kolcraft Products Melissa & Doug LLC KPMG LLP Merchant Ambassador Holdings Ltd. Lambs & Ivy Bedtime Originals Division MerchSource LLC Lansinoh Laboratories Inc. Mezco Toyz LLC LaRose Industries MGA Entertainment

Case 17-34665-KLP Doc 866 Filed 11/02/17 Entered 11/02/17 22:43:45 Desc Main Document Page 60 of 73

Million Dollar Baby Pez-Haas Inc. Minds In Sync Inc. Phoenix International Publications MindWare Wholesale Playgo Toys Enterprises Ltd. MJ Holding Co. LLC Playhut Inc. Mom Enterprises Inc. Playmates Toys Inc. Monogram International Playmind Ltd. Monotype Imaging Inc. Playmobil USA Inc. Moose Mountain Toymakers Ltd. PlayMonster LLC Moose Toys Pty. Ltd. Playtex Family Products Morgan Lewis & Bockius LLP Pressman Toy Corp. Multi Toys Corp. Prime Time Toys LLC Multi-Link Apparel Prince Lionheart Inc. Munchkin Inc. Procter & Gamble Corp. Nantong A&C Accessories Co. Ltd. Protective Technologies National Importers Inc. Protiviti Inc. Naturepedic Qingdao Tangbuy International NECA Quarto Publishing Group USA Nestle Co. USA Quintessential Tots LLC New Adventures LLC Rack Furniture Group New Bright Industrial Co. Ltd. Radio Flyer Inc. Nice-Pak Products Inc. Ravensburger North America Inc. Nina Footwear Corp. Rawlings Sporting Goods Inc. Nintendo Hardware Razor USA Inc. No Jo/Red Calliope RDS Industries Inc. North States Industries Inc. ReaderLink Distribution Services LLC Northwest Co. Inc., The Ready to Assemble Co. Nowstalgic Toys Inc. RealTime Media Inc. NSI International Inc. Red Box Toy Factory Ltd. NUK USA LLC Red Star Holdings Ltd. Nurture Inc. Reeves International Inc. Olson & Co. Inc. Regal Lager Inc. OMD USA LLC Regalo International LLC Ontel Products Corp. Regent Oriental Industrial Ltd. Orora Visual LLC Register Print Group Oshkosh B'Gosh Rehrig International Inc. Ovation Toys Co. Ltd. Retail Printing Group Inc. OXO International Inc. Ricoda Ltd. Pacific Cycle LLC Rimini Street Inc. Pacific Cycle Mongoose Division Rodco Services Inc. Pacific Cycle Schwinn Division RoofConnect Papyrus Rooftop Group USA Inc. Parkfield Industries Ltd. RR Donnelley Receivables Inc. PBM Products LLC RTP Technology Corp. Pearhead International Rubie's Costume Co. Inc. Peg-Perego USA Inc. Sakar International Inc. Performance Designed Products Salland Industries Ltd.

Case 17-34665-KLP Doc 866 Filed 11/02/17 Entered 11/02/17 22:43:45 Desc Main Document Page 61 of 73

Samsung C&T America Inc. Tara Toy Corp. Sassy 14 LLC Tasia Toys HK Co. Ltd. Schleich North America Inc. Team Beans LLC School Zone Publishing Co. Tech 4 Kids Inc. Scientific Toys Ltd. Tee-Zed Products LLC Scott Specialties Inc. Tervis Tumbler Co. SDX Acquisitions LLC Thames & Kosmos LLC Second Play LLC Theme Party Culture HK Co. Ltd. Securitas Security Services USA Inc. Thermos Co. Seventh Generation Inc. Think Fun Inc. Sewco Toys & Novelty Ltd. Thinkway Shaghal Ltd. Thorley Industries Inc. LLC Shanghai Sunwin Industry Group Co. Ltd. TMP International Shermag Inc. Toby Enterprises II Corp. Shine Way Textile & Trading Co. Ltd. Tollytots Ltd. Singing Machine Co. Inc., The TOMY Corp. Sitel Operating Corp. TOMY International Inc. JJC SJF Division Children's Products TOMY International Inc. LCI Skip Hop Inc. TOMY International Inc. TFY Skyhigh International LLC Top Bright Animation Group Co. Ltd. Skyrocket Toys LLC Topps Co. Inc., The Skywalker Holdings LLC Toy Major Trading Co. Ltd. Smart Trike Mnf. Pte. Ltd. Toy State Industrial Corp. SMS Systems Maintenance Services Inc. Toy State International Ltd. Soft Style Inc. Toy Teck Ltd. Solowave Design Corp. Toysmith Solutions 2 Go LLC MS ACC Trend Lab LLC Solutions 2 Go LLC MS HW Tri Coastal Design Soma International Ltd. Tri Great International Ltd. Sony Computer Entertainment Triboro Quilt Mfg. Co. SOS Security LLC Trifecta Industries LLC South Shore Industries Ltd. Triple Eight Distribution Inc. Spencer Technologies Inc. Troxel Products LLC Sphero Inc. Turnstyle Brands LLC Spin Master Inc. UCC Distributing Inc. Sports Connection Asia Ltd. United Legwear Co. LLC Step2 Co. LLC, The United Parcel Service Stokke LLC University Games Stork Craft Manufacturing Ltd. Upanaway LLC Stork Craft Manufacturing USA UpSpring Ltd. Summer Infant Inc. USA Helmet Sub Kent International Inc. Summer Infant Products Inc. USAopoly Inc. Sun Lin Toys Manufacturing Co. Ltd. USM Norristown Swimways Corp. Vector Security Inc. Taiwan Joca Corp. Verdes Toys Corp. Tangible Play Inc. Veritiv Operating Co.

Case 17-34665-KLP Doc 866 Filed 11/02/17 Entered 11/02/17 22:43:45 Desc Main Document Page 62 of 73

Visco Entertainment Inc. Vivid Imaginations Far East Ltd. VTech Communications Inc. VTech Electronics North America Wai Tec Far East Industrial Co. Ltd. Warner Home Video Watch Us Inc. What Kids Want Wicked Cool Toys LLC William Carter Co. William Carter Co., The Wilson Team Sports Windsor Marketing Group Inc. Winfat Industrial Co. Ltd. Winner Ford Products Ltd. Winning Moves Inc. WNR Industries Ltd. WorkWise LLC Wow Wee Ltd. Xi Fu Toys Co. Ltd. Xiamen Well-East Import & Export XPO Last Mile Inc. Yamaha Consumer Products Yeelein Textile Co. Ltd. Yesmail Inc. YF Development Ltd. York Wall Coverings Yvolution USA Inc. Zak Designs Inc. Zasia Ltd. Zenoff Products Inc. Zhucheng Yinghua Clothes Making Zuru Inc.

Case 17-34665-KLP Doc 866 Filed 11/02/17 Entered 11/02/17 22:43:45 Desc Main Document Page 63 of 73

SCHEDULE 1(m)

Additional Parties1

Lenders

American Money Management Angelo Gordon & Co LP Arnold & Porter Kaye Scholer LLP BlueMountain Capital Management LLC CarVal Investors, LLC Cerberus Capital Management, L.P. Columbia Threadneedle Investments Ellington Management Group LLC First Trust Advisors L.P. Franklin Mutual Advisors LLC Grantham, Mayo, Van Otterloo & Co. LLC HPS Investment Partners LLC Huron Consulting Group Loomis Sayles & Company, LP Marathon Asset Management LP Marble Ridge Capital LP MJX Asset Management LLC Owl Creek Asset Management OZ Management LP and OZ Management II LP Pacific Coast Bankers Bank Par-Four Investment Management LLC Redwood Capital Management LLC River Birch Capital Roystone Capital Management LP Silver Point Capital Fund, L.P. Solus Alternative Asset Management LP Sound Point Capital Management Taconic Capital Advisors LP

Lenders’ Advisors

Andrews Kurth & Kenyon LLP BRG Davis Polk & Wardwell LLP GLC Advisors & Co.

1 This schedule contains entities relating to certain ad hoc groups and other parties-in-interest in these Chapter 11 Cases.

Case 17-34665-KLP Doc 866 Filed 11/02/17 Entered 11/02/17 22:43:45 Desc Main Document Page 64 of 73

Houlihan Lokey Hunton & Williams LLP Kilpatrick Townsend & Stockton LLP McGuireWoods LLP Paul Weiss Rifkind Wharton & Garrison LLP PJT Partners Skadden Arps Slate Meagher & Flom LLP ThompsonMcMullan PC Troutman Sanders LLP Wachtell Lipton Rosen & Katz Whiteford Taylor & Preston LLP

Indenture Trustees

Wilmington Savings Fund Society FSB

Indenture Trustees' Attorneys

Porter Hedges LLP Spotts Fain PC

Top Twenty/Significant Trade Creditors' Attorneys

Baker & Hosteler LLP Strook Strook & Lavan LLP

Advisors for Official Committee of Unsecured Creditors

FTI Consulting Moelis & Company Wolcott Rivers Gates

Case 17-34665-KLP Doc 866 Filed 11/02/17 Entered 11/02/17 22:43:45 Desc Main Document Page 65 of 73

SCHEDULE 1(n)

Members of Official Committee of Unsecured Creditors

The Bank Of New York Mellon Euler Hermes North America Insurance Co. Evenflo Company, Inc. Huffy Corporation KIMCO Realty Corporation LEGO Systems, Inc. Mattel, Inc. Simon Property Group, Inc. Veritiv Operating Company

Case 17-34665-KLP Doc 866 Filed 11/02/17 Entered 11/02/17 22:43:45 Desc Main Document Page 66 of 73

Schedule 2

Schedule of Parties-In-Interest that Kramer Levin Naftalis & Frankel LLP Currently Represents and/or Has Formerly Represented1

1 Fees collected from each of the parties identified in this schedule comprised less than 1.0% of Kramer Levin’s revenues for the period January 1, 2016 through August 31, 2017. Kramer Levin believes that its representation of the parties listed herein has not and does not affect its representation of the Committee.

Case 17-34665-KLP Doc 866 Filed 11/02/17 Entered 11/02/17 22:43:45 Desc Main Document Page 67 of 73

Interested Party Relationship to Description of Relationship Debtors

An affiliate of the interested party was a potential Acadia Mad River Property LLC Landlords client of Kramer Levin’s land use group prior to the commencement of the Debtors’ Chapter 11 Cases. Kramer Levin represents or has represented the Ace American Insurance Co. Insurers interested party in matters unrelated to the Debtors’ Chapter 11 Cases. Kramer Levin represents the interested party in Alex Toys LLC Vendors matters unrelated to the Debtors’ Chapter 11 Cases. Kramer Levin has represented the interested party in Allied World Assurance Co. Insurers matters unrelated to the Debtors’ Chapter 11 Cases. Bankruptcy Kramer Levin has represented the interested party in Alvarez & Marsal Inc Professionals matters unrelated to the Debtors’ Chapter 11 Cases. Kramer Levin represents the interested party in Apple Inc. Vendors matters unrelated to the Debtors’ Chapter 11 Cases. Kramer Levin represents a related affiliate in matters BBDO NY Vendors unrelated to the Debtors’ Chapter 11 Cases. Kramer Levin represents related affiliates in matters Brickman Facility Solutions Vendors unrelated to the Debtors’ Chapter 11 Cases. Banking Kramer Levin represents the interested party in Brigade Capital Management LP Relationships matters unrelated to the Debtors’ Chapter 11 Cases. Kramer Levin represents a related affiliate in matters Dell Marketing LP Vendors unrelated to the Debtors’ Chapter 11 Cases. Kramer Levin has represented related affiliates in Duke Energy Utilities matters unrelated to the Debtors’ Chapter 11 Cases Kramer Levin represents the interested party in Ernst & Young LLP Vendors matters unrelated to the Debtors’ Chapter 11 Cases. Kramer Levin represents the interested party in GLC Advisors & Co. Lenders’ Advisors matters unrelated to the Debtors’ Chapter 11 Cases. Hines Global REIT 4875 Town Center Kramer Levin represents a related affiliate in matters Landlords LLC unrelated to the Debtors’ Chapter 11 Cases. Hines Global REIT San Antonio Retail I Kramer Levin represents a related affiliate in matters Landlords LP unrelated to the Debtors’ Chapter 11 Cases. Kramer Levin represents or has represented the Banking ICD interested party in matters unrelated to the Debtors’ Relationships Chapter 11 Cases. Kramer Levin has represented a related affiliate in Illinois State Taxing Authorities matters unrelated to the Debtors’ Chapter 11 Cases. Bankruptcy A Kramer Levin partner has a personal relationship Joele Frank, Wilkinson Brimmer Katcher Professionals with a principal from Joele Frank. Banking Kramer Levin represents related affiliates in matters Key Bank Relationships unrelated to the Debtors’ Chapter 11 Cases. 5% or More Equity Kramer Levin represents related affiliates in matters KKR Millennium Fund LP Holders unrelated to the Debtors’ Chapter 11 Cases. 5% or More Equity Kramer Levin represents related affiliates in matters Kohlberg Kravis Roberts & Co. LP Holders unrelated to the Debtors’ Chapter 11 Cases. Kramer Levin represents the interested party in KPMG LLP Vendors matters unrelated to the Debtors’ Chapter 11 Cases. Bankruptcy Kramer Levin represents the interested party in Lazard Ltd. Professionals matters unrelated to the Debtors’ Chapter 11 Cases. Kramer Levin represents or has represented the Lloyds of London Insurers interested party in matters unrelated to the Debtors’ Chapter 11 Cases.

Case 17-34665-KLP Doc 866 Filed 11/02/17 Entered 11/02/17 22:43:45 Desc Main Document Page 68 of 73

Kramer Levin currently represents Marble Ridge in matters wholly unrelated to the Chapter 11 Cases. In Marble Ridge Capital LP Lenders addition, a relative of a Kramer Levin partner is an employee of Marble Ridge. Kramer Levin represents related affiliates in matters Mattone Group Raceway LLC Landlords unrelated to the Debtors’ Chapter 11 Cases. Advisors for Kramer Levin represents or has represented the Official Committee Moelis & Company interested party in matters unrelated to the Debtors’ of Unsecured Chapter 11 Cases. Creditors Kramer Levin represents a related affiliate in matters New York City Taxing Authorities unrelated to the Debtors’ Chapter 11 Cases. Kramer Levin has represented a related affiliate in New York State Taxing Authorities matters unrelated to the Debtors’ Chapter 11 Cases. Kramer Levin represents the interested party in OMD USA LLC Vendors matters unrelated to the Debtors’ Chapter 11 Cases. Kramer Levin represents or has represented the PJT Partners Lenders’ Advisors interested party in matters unrelated to the Debtors’ Chapter 11 Cases. Kramer Levin represents the interested party in Procter & Gamble Corp. Vendors matters unrelated to the Debtors’ Chapter 11 Cases. Kramer Levin represents or has represented the Redwood Capital Management LLC Lenders interested party in matters unrelated to the Debtors’ Chapter 11 Cases. Current/Former Kramer Levin represents or has represented the Director, Officer, Richard Barry interested party in matters unrelated to the Debtors’ Member, or Chapter 11 Cases. Manager Kramer Levin represented the interested party in Skadden Arps Slate Meagher & Flom LLP Lenders’ Advisors matters unrelated to the Debtors’ Chapter 11 Cases. Kramer Levin represents or has represented the Solus Alternative Asset Management LP Lenders interested party in matters unrelated to the Debtors’ Chapter 11 Cases. Kramer Levin represents the interested party in SOS Security LLC Vendors matters unrelated to the Debtors’ Chapter 11 Cases. Kramer Levin represents or has represented the The Prudential Insurance Co. of America Landlords interested party in matters unrelated to the Debtors’ Chapter 11 Cases. Kramer Levin represents the interested party in The Topps Co., Inc. Vendors matters unrelated to the Debtors’ Chapter 11 Cases. Kramer Levin has represented the interested party in Travelers Casualty & Surety Co. Insurers matters unrelated to the Debtors’ Chapter 11 Cases. Kramer Levin represents the interested party in Urban Edge Properties Landlords matters unrelated to the Debtors’ Chapter 11 Cases. Kramer Levin has represented a related affiliate in Wal-Mart Realty Co. Landlords matters unrelated to the Debtors’ Chapter 11 Cases. Kramer Levin has represented the interested party in XL Insurance America Inc. Insurers matters unrelated to the Debtors’ Chapter 11 Cases. Kramer Levin represents the interested party in Zurich American Insurance Co Insurers matters unrelated to the Debtors’ Chapter 11 Cases. Kramer Levin represents the interested party in Zurich Insurance Co Insurers matters unrelated to the Debtors’ Chapter 11 Cases. Kramer Levin represents the interested party in Zurich Insurance PLC UK Branch Insurers matters unrelated to the Debtors’ Chapter 11 Cases.

Case 17-34665-KLP Doc 866 Filed 11/02/17 Entered 11/02/17 22:43:45 Desc Main Document Page 69 of 73

EXHIBIT C Client Declaration

Case 17-34665-KLP Doc 866 Filed 11/02/17 Entered 11/02/17 22:43:45 Desc Main Document Page 70 of 73

IN THE UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF VIRGINIA RICHMOND DIVISION

) In re: ) Chapter 11 ) TOYS “R” US, INC., et al.,1 ) Case No. 17-34665 (KLP) ) Debtors. ) (Jointly Administered) ) )

DECLARATION OF COMMITTEE CO-CHAIR IN SUPPORT OF APPLICATION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, PURSUANT TO SECTION 328 AND 1103 OF THE BANKRUPTCY CODE AND FEDERAL RULE OF BANKRUPTCY PROCEDURE 2014 FOR AN ORDER APPROVING THE RETENTION AND EMPLOYMENT OF KRAMER LEVIN NAFTALIS & FRANKEL LLP AS COUNSEL TO THE COMMITTEE NUNC PRO TUNC TO SEPTEMBER 26, 2017

I, Ronald M. Tucker, as authorized representative of the Committee, declare

under penalty of perjury as follows:

1. I, Ronald M. Tucker, am the Vice President and Bankruptcy Counsel of Simon

Property Group, L.P. (“Simon”). Simon was elected Co-Chair of the Official Committee of

Unsecured Creditors (the “Committee”) appointed in the above-captioned chapter 11

Case 17-34665-KLP Doc 866 Filed 11/02/17 Entered 11/02/17 22:43:45 Desc Main Document Page 71 of 73

proceedings (the “Chapter 11 Cases”) of the above-captioned debtors and debtors in possession

(collectively the “Debtors”). I am authorized to submit this declaration (the “Declaration”) in

support of the Application of the Official Committee of Unsecured Creditors, Pursuant to Sections

328 and 1103 of the Bankruptcy Code and Federal Rule of Bankruptcy Procedures 2014 for an

Order Approving the Retention and Employment of Kramer Levin Naftalis & Frankel LLP as

Counsel to the Committee Nunc Pro Tunc to September 26, 2017 (the “Application”)2 on behalf

of the Committee. I am competent to make this declaration in support of the Application.

The Committee’s Selection of Kramer Levin as Counsel

2. Kramer Levin is proposed to serve as counsel to the Committee. The Committee

recognizes that a review process is necessary in managing counsel to ensure that bankruptcy

professionals are subject to the same scrutiny and accountability as professionals in non-

bankruptcy engagements. The review process utilized by the Committee here assessed potential

committee counsel based on their expertise in the relevant legal issues and in similar proceedings.

3. On September 26, 2017, the United States Trustee for the Eastern District of

Virginia (the “U.S. Trustee”), pursuant to sections 1102(a) and (b) of title 11 of the Bankruptcy

Code, appointed the Committee to serve as the Committee for each Debtor and to represent the

interests of all unsecured creditors in these Chapter 11 Cases. The members appointed to the

Committee are: (i) The Bank of New York Mellon, (ii) Euler Hermes North America Insurance

Co., (iii) Evenflo Company Inc., (iv) Huffy Corporation, (v) KIMCO Realty, (vi) LEGO Systems,

Inc., (vi) Mattel, Inc., (viii) Simon Property Group, Inc., and (ix) Veritiv Operating Company. The

Committee has appointed the following two members as the co-chairs: Mattel, Inc. and Simon

Property Group, Inc.

2 Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Application. 2

Case 17-34665-KLP Doc 866 Filed 11/02/17 Entered 11/02/17 22:43:45 Desc Main Document Page 72 of 73

4. On September 26, 2017, the Committee held a meeting and, among other things,

voted to retain Kramer Levin as its counsel, subject to Court approval. The Committee believes

that Kramer Levin’s extensive experience in corporate reorganizations, both out of court and under

chapter 11 of the Bankruptcy Code, makes it well qualified to represent the Committee in these

Chapter 11 Cases in an efficient and timely manner. Thus, the Committee decided to retain Kramer

Levin as the Committee’s proposed counsel during these Chapter 11 Cases.

Rate Structure

5. Kramer Levin has informed the Committee that its rates for bankruptcy

representations are consistent with and comparable to the rates Kramer Levin charges for non-

bankruptcy representations. Kramer Levin has informed the Committee that its current hourly

rates apply to non-bankruptcy services, if any, provided by the Firm, unless a contingent fee, mixed

contingent fee, flat fee, or blended rate arrangement is agreed upon.

Cost Supervision

6. The Committee will approve any prospective budget and staffing plan provided by

Kramer Levin, recognizing that, in the course of large chapter 11 cases like these Chapter 11 Cases,

it is possible that there may be a number of unforeseen fees and expenses that will need to be

addressed by the Committee and Kramer Levin. I further recognize that it is the Committee's

responsibility to closely monitor the billing practices of their professionals to ensure the fees and

expenses paid by the estates remain consistent with the Committee's expectations and the

exigencies of the Chapter 11 Cases. The Committee will continue to review the invoices that

Kramer Levin regularly submits, and, together with Kramer Levin, periodically amend any budget

and staffing plans, as the case develops.

Case 17-34665-KLP Doc 866 Filed 11/02/17 Entered 11/02/17 22:43:45 Desc Main Document Page 73 of 73

Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing

is true and correct to the best of my knowledge and belief.

Date: November 2, 2017

By: /s/ Ronald M. Tucker Ronald M. Tucker, not in his individual capacity, but solely on behalf of Simon Property Group, L.P., in its capacity as Co-Chair of the Official Committee of Unsecured Creditors of Toys “R” Us, Inc., et al.